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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Egan Francis X
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)
C/O AIRGAIN, INC., 3611 VALLEY CENTRE DRIVE, SUITE 150
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92130
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 19,826
D
 
Common Stock 58,223
I
See footnote (1)
Common Stock 166,358
I
See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   (5)   (5) Common Stock 296 $ (5) D  
Series A Preferred Stock   (5)   (5) Common Stock 27,826 $ (5) I See footnote (3)
Series B Preferred Stock   (5)   (5) Common Stock 82,416 $ (5) I See footnote (3)
Series C Preferred Stock   (5)   (5) Common Stock 39,697 $ (5) I See footnote (3)
Series D Preferred Stock   (5)   (5) Common Stock 12,309 $ (5) I See footnote (3)
Series D Preferred Stock   (5)   (5) Common Stock 4,675 $ (5) D  
Series E Preferred Stock   (5)   (5) Common Stock 273,005 $ (5) I See footnote (4)
Series E Preferred Stock   (5)   (5) Common Stock 2,430 $ (5) D  
Series F Preferred Stock   (5)   (5) Common Stock 76,923 $ (5) I See footnote (4)
Series G Preferred Stock   (5)   (5) Common Stock 415,913 $ (5) I See footnote (4)
Stock Option (Right to Buy)   (6)(7) 01/18/2021 Common Stock 4,000 $ 2.6 D  
Stock Option (Right to Buy)   (6)(7) 06/12/2023 Common Stock 4,000 $ 2.3 D  
Stock Option (Right to Buy)   (6)(7) 05/12/2024 Common Stock 2,000 $ 3.1 D  
Stock Option (Right to Buy)   (6)(7) 06/11/2025 Common Stock 18,647 $ 1.6 D  
Stock Option (Right to Buy)   (6)(7) 05/24/2016 Common Stock 6,713 $ 1.9 D  
Stock Option (Right to Buy)   (7) 01/24/2017 Common Stock 2,000 $ 2.2 I See footnote (8)
Stock Option (Right to Buy)   (7) 05/07/2017 Common Stock 2,000 $ 2.2 I See footnote (8)
Stock Option (Right to Buy)   (7) 12/10/2017 Common Stock 2,000 $ 2.2 I See footnote (8)
Stock Option (Right to Buy)   (7) 03/17/2019 Common Stock 2,000 $ 2.6 I See footnote (8)
Stock Option (Right to Buy)   (7) 12/03/2019 Common Stock 2,000 $ 2.6 I See footnote (8)
Stock Option (Right to Buy)   (7) 01/18/2021 Common Stock 2,000 $ 2.6 I See footnote (8)
Stock Option (Right to Buy)   (7) 06/12/2023 Common Stock 4,000 $ 2.3 I See footnote (8)
Stock Option (Right to Buy)   (7) 05/12/2024 Common Stock 2,000 $ 3.1 I See footnote (8)
Stock Option (Right to Buy)   (7) 06/11/2025 Common Stock 29,555 $ 1.6 I See footnote (8)
Stock Option (Right to Buy)   (7) 05/24/2016 Common Stock 6,713 $ 1.9 I See footnote (8)
Dividend Right   (9)   (9) Common Stock 7,925 $ (9) D  
Dividend Right   (9)   (9) Common Stock 446,715 $ (9) I See footnote (1)
Dividend Right   (9)   (9) Common Stock 33,972 $ (9) I See footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Egan Francis X
C/O AIRGAIN, INC.
3611 VALLEY CENTRE DRIVE, SUITE 150
SAN DIEGO, CA 92130
  X   X    

Signatures

/s/ Francis X. Egan 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.
(8) See Exhibit 99.1; Note 8.
(9) See Exhibit 99.1; Note 9.
 
Remarks:
Exhibit List:
Exhibit 99.1 - Explanation of Responses

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