Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Northwater Capital Inc.

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2016

3. Issuer Name and Ticker or Trading Symbol
AIRGAIN INC [AIRG]

(Last)

(First)

(Middle)

161 BAY STREET, SUITE 4000

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Director by deputization***

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

TORONTO, A6 M5J 2T3

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	58,223	I	See footnote ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series E Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	273,005	$ ⁽³⁾	I	See footnote ⁽²⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	76,923	$ ⁽³⁾	I	See footnote ⁽²⁾
Series G Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	415,913	$ ⁽³⁾	I	See footnote ⁽²⁾
Stock Option (Right to Buy)	⁽⁴⁾	01/18/2021	Common Stock	4,000	$ 2.6	I	See footnote ⁽⁵⁾
Stock Option (Right to Buy)	⁽⁴⁾	06/12/2023	Common Stock	4,000	$ 2.3	I	See footnote ⁽⁵⁾
Stock Option (Right to Buy)	⁽⁴⁾	05/12/2024	Common Stock	2,000	$ 3.1	I	See footnote ⁽⁵⁾
Stock Option (Right to Buy)	⁽⁴⁾	06/11/2025	Common Stock	18,647	$ 1.6	I	See footnote ⁽⁵⁾
Stock Option (Right to Buy)	⁽⁴⁾	05/24/2016	Common Stock	6,713	$ 1.9	I	See footnote ⁽⁵⁾
Stock Option (Right to Buy)	⁽⁴⁾	01/24/2017	Common Stock	2,000	$ 2.2	I	See footnote ⁽⁶⁾
Stock Option (Right to Buy)	⁽⁴⁾	05/07/2017	Common Stock	2,000	$ 2.2	I	See footnote ⁽⁶⁾
Stock Option (Right to Buy)	⁽⁴⁾	12/10/2017	Common Stock	2,000	$ 2.2	I	See footnote ⁽⁶⁾
Stock Option (Right to Buy)	⁽⁴⁾	12/03/2019	Common Stock	2,000	$ 2.6	I	See footnote ⁽⁶⁾
Stock Option (Right to Buy)	⁽⁴⁾	03/17/2019	Common Stock	2,000	$ 2.6	I	See footnote ⁽⁶⁾
Stock Option (Right to Buy)	⁽⁴⁾	01/18/2021	Common Stock	2,000	$ 2.6	I	See footnote ⁽⁶⁾
Stock Option (Right to Buy)	⁽⁴⁾	06/12/2023	Common Stock	4,000	$ 2.3	I	See footnote ⁽⁶⁾
Stock Option (Right to Buy)	⁽⁴⁾	05/12/2024	Common Stock	2,000	$ 3.1	I	See footnote ⁽⁶⁾
Stock Option (Right to Buy)	⁽⁴⁾	06/11/2025	Common Stock	29,555	$ 1.6	I	See footnote ⁽⁶⁾
Stock Option (Right to Buy)	⁽⁴⁾	05/24/2016	Common Stock	6,713	$ 1.9	I	See footnote ⁽⁶⁾
Dividend Right	⁽⁷⁾	⁽⁷⁾	Common Stock	446,715	$ ⁽⁷⁾	I	See footnote ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Northwater Capital Inc. 161 BAY STREET, SUITE 4000 TORONTO, A6 M5J 2T3		X		Director by deputization***
Northwater Capital Management Inc. 161 BAY STREET, SUITE 4000 TORONTO, A6 M5J 2T3		X		Director by deputization***
NORTHWATER INTELLECTUAL PROPERTY FUND LP 1 161 BAY STREET, SUITE 4000 TORONTO, A6 M5J 2T3		X		Director by deputization***

Signatures

NORTHWATER CAPITAL INC.; By: Jonathan Piurko, Managing Director		08/11/2016
^**Signature of Reporting Person		Date
NORTHWATER CAPITAL INC.; By: Frances Kordyback, Managing Director		08/11/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	See Exhibit 99.1; Note 1.
(2)	See Exhibit 99.1; Note 2.
(3)	See Exhibit 99.1; Note 3.
(4)	See Exhibit 99.1; Note 4.
(5)	See Exhibit 99.1; Note 5.
(6)	See Exhibit 99.1; Note 6.
(7)	See Exhibit 99.1; Note 7.
Remarks: *** Northwater Capital Inc., Northwater Capital Management Inc. and Northwater Intellectual Property Fund L.P. 1 are each a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information and Signature

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.