Condon Dennis E Form 3 AIRXPANDERS / DENNIS E CONDON ownership change

SEC Form 3

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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1. Name and Address of Reporting Person^*

CONDON DENNIS E

(Last) (First) (Middle)

C/O AIRXPANDERS, INC.

1047 ELWELL COURT

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2017

3. Issuer Name and Ticker or Trading Symbol
AIRXPANDERS INC [ AXP ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of 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

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)

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: 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 (Rt to Buy)	(1)	07/31/2022	Common Stock	48,481	0.3	D
Stock Option (Rt to Buy)	(1)	05/30/2023	Common Stock	65,580	0.3	D
Stock Option (Rt to Buy)	(2)	05/16/2026	Common Stock	11,400	1.9343	D
Stock Option (Rt to Buy)	(3)	05/21/2027	Common Stock	49,950	1.86	D

Explanation of Responses:

1. 25% of the option shares shall vest one year after the grant date. Thereafter, the remaining balance of the option shares shall vest in a series of 36 equal consecutive monthly installments until fully vested.

2. Vests in 36 equal consecutive monthly installments until fully vested.

3. Vests in 12 equal consecutive monthly installments until fully vested.

	/s/ Scott Murcray, Attorney-In-Fact	07/07/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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