Form: 3

Initial statement of beneficial ownership of securities

February 23, 2021

Documents

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 *
  Sbahi Morad
 2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2020		 3. Issuer Name and Ticker or Trading Symbol
AIRGAIN INC [AIRG]
(Last)
(First)
(Middle)
C/O AIRGAIN, INC., SUITE 150		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Global Prod. & Marketing
 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 (1) 5,000
D
 

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
Stock Option (Right to Buy)   (2) 04/24/2027 Common Stock 10,000 $ 15.2 D  
Stock Option (Right to Buy)   (3) 01/18/2028 Common Stock 3,542 $ 10.94 D  
Stock Option (Right to Buy)   (4) 01/15/2029 Common Stock 9,063 $ 11.46 D  
Stock Option (Right to Buy)   (5) 01/15/2030 Common Stock 30,000 $ 10.3 D  
Stock Option (Right to Buy)   (6) 01/31/2031 Common Stock 12,000 $ 23.91 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sbahi Morad
C/O AIRGAIN, INC.
SUITE 150
SAN DIEGO, CA 92130		       SVP, Global Prod. & Marketing  

Signatures

/s/ Morad Sbahi 02/23/2021
**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) Represents restricted stock units (RSUs). Each 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 the March 1, 2022; March 1, 2023; March 1, 2024; and March 1, 2025, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The RSUs may accelerate under certain conditions pursuant to the reporting person's employment agreement.
(2) The option is exercisable as it vests. 25% of the shares subject to the option vested on April 25, 2018, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The option may accelerate under certain conditions pursuant to the Reporting Person's employment agreement.
(3) The option is exercisable as it vests. 25% of the shares subject to the option vested on January 19, 2019, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
(4) The option is exercisable as it vests. 25% of the shares subject to the option vested on January 16, 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.
(5) The option is exercisable as it vests. 25% of the shares subject to the option vested on January 16, 2021, 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.
(6) The option is exercisable as it vests. 25% of the shares subject to the option vest on February 1, 2022, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The option may accelerate under certain conditions pursuant to the Reporting Person's employment agreement.

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