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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 9.35 | 02/03/2020 | A | 11,682 (5) | (5) | 02/02/2030 | Common Stock | 11,682 | $ 0 | 11,682 | D |
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 |
/s/ James K. Sims | 02/05/2020 | |
**Signature of Reporting Person | Date |
* | 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 on February 3, 2021, subject to the Reporting Person's continued service with the Issuer through such vesting date. |
(2) | Includes (A) the 4,409 restricted stock units reported above and (B) an additional 20,326 restricted stock units previously issued to the Reporting Person by the Issuer, which vest in substantially equal installments on each of the March 1, 2020, March 1, 2021, March 1, 2022 and March 1, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date. |
(3) | Represents 7,529 shares of common stock held by GEN3 Capital I, LP ("GEN3 Capital") and 5 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. 100% of the shares subject to the option vest on February 3, 2021, subject to the Reporting Person's continued service with the Issuer through such vesting date. |