FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
SIMS JAMES K
   2. Issuer Name and Ticker or Trading Symbol
AIRGAIN INC [AIRG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CEO
(Last)
(First)
(Middle)
C/O AIRGAIN, INC., 3611 VALLEY CENTRE DRIVE, SUITE 150		 3. Date of Earliest Transaction (Month/Day/Year)
01/16/2019
(Street)

SAN DIEGO, CA 92130		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 01/16/2019   A   20,326 A $ 0 244,920 (2) D  
Common Stock               1,053,392 I See Footnotes (3) (4)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 11.46 01/16/2019   A   50,000     (5) 01/15/2029 Common Stock 50,000 $ 0 50,000 D  

Reporting Owners

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

Signatures

 /s/ Anil Doradla, Attorney-in-Fact   01/18/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in substantially equal installments on each of March 1, 2020, March 1, 2021, March 1, 2022 and March 1, 2023, subject to the Reporting Person's continued employment or service with the Issuer through each such vesting date.
(2) Includes 20,326 restricted stock units.
(3) Includes 1,043,464 shares of common stock held by GEN3 Capital I, LP ("GEN3 Capital") and 9,928 shares of common stock held by Gen 3 Partners, Inc. ("Gen 3 Partners").
(4) The general partner of GEN3 Capital is GEN3 Capital Partners, LLC ("GEN3 LLC"), and James K. Sims is the Managing Member of GEN3 LLC. As a result, each of GEN3 LLC and Mr. Sims may be deemed to share beneficial ownership of the shares held by GEN3 Capital. Mr. Sims may be deemed to share beneficial ownership of the shares held by Gen 3 Partners in his capacity as a director of Gen 3 Partners. Each of the individuals and entities listed herein disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein.
(5) The option is exercisable as it vests. 25% of the shares subject to the option vest on January 1, 2020, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service with the Issuer through each such vesting date.

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