| 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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2016 | 3. Issuer Name and Ticker or Trading Symbol QUANTENNA COMMUNICATIONS INC [ QTNA ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 385,357 | (1) | I | By Sequoia Capital XI, L.P.(2) |
| Series A Preferred Stock | (1) | (1) | Common Stock | 41,923 | (1) | I | By Sequoia Capital XI Principals Fund, LLC(2) |
| Series A Preferred Stock | (1) | (1) | Common Stock | 12,172 | (1) | I | By Sequoia Technology Partners XI, L.P.(2) |
| Series B Preferred Stock | (3) | (3) | Common Stock | 85,753 | (3) | I | By Sequoia Capital XI, L.P.(2) |
| Series B Preferred Stock | (3) | (3) | Common Stock | 9,329 | (3) | I | By Sequoia Capital XI Principals Fund, LLC(2) |
| Series B Preferred Stock | (3) | (3) | Common Stock | 2,708 | (3) | I | By Sequoia Technology Partners XI, L.P.(2) |
| Series C Preferred Stock | (4) | (4) | Common Stock | 117,366 | (4) | I | By Sequoia Capital XI, L.P.(2) |
| Series C Preferred Stock | (4) | (4) | Common Stock | 12,768 | (4) | I | By Sequoia Capital XI Principals Fund, LLC(2) |
| Series C Preferred Stock | (4) | (4) | Common Stock | 3,706 | (4) | I | By Sequoia Technology Partners XI, L.P.(2) |
| Series D Preferred Stock | (5) | (5) | Common Stock | 962,995 | (5) | I | By Sequoia Capital XI, L.P.(2) |
| Series D Preferred Stock | (5) | (5) | Common Stock | 104,766 | (5) | I | By Sequoia Capital XI Principals Fund, LLC(2) |
| Series D Preferred Stock | (5) | (5) | Common Stock | 30,418 | (5) | I | By Sequoia Technology Partners XI, L.P.(2) |
| Series E Preferred Stock | (6) | (6) | Common Stock | 561,493 | (6) | I | By Sequoia Capital XI, L.P.(2) |
| Series E Preferred Stock | (6) | (6) | Common Stock | 61,086 | (6) | I | By Sequoia Capital XI Principals Fund, LLC(2) |
| Series E Preferred Stock | (6) | (6) | Common Stock | 17,736 | (6) | I | By Sequoia Technology Partners XI, L.P.(2) |
| Series F-1 Preferred Stock | (7) | (7) | Common Stock | 459,010 | (7) | I | By Sequoia Capital XI, L.P.(2) |
| Series F-1 Preferred Stock | (7) | (7) | Common Stock | 49,936 | (7) | I | y Sequoia Capital XI Principals Fund, LLC(2) |
| Series F-1 Preferred Stock | (7) | (7) | Common Stock | 14,499 | (7) | I | By Sequoia Technology Partners XI, L.P.(2) |
| Series F-1 Preferred Stock | (7) | (7) | Common Stock | 2,583,233 | (7) | I | By SC US GF V Holdings, LTD.(8) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The Series A Preferred Stock is convertible into Common Stock on a 1.8868501529052:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock. |
| 2. SC XI Management, LLC ("SC XI Management") is the general partner of Sequoia Capital XI, L.P. ("SC XI") and Sequoia Technology Partners XI, L.P. ("STP XI"), and the managing member of Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). Douglas Leone and Michael Moritz are the managing members of SC XI Management. As a result, each of Messrs. Leone and Moritz and SC XI Management may be deemed to share voting and dispositive power with respect to the shares held by SC XI, STP XI and SC XI PF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 3. The Series B Preferred Stock is convertible into Common Stock on a 1.9332015399022:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock. |
| 4. The Series C Preferred Stock is convertible into Common Stock on a 1.97882655585238:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock. |
| 5. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock. |
| 6. The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock. |
| 7. The Series F-1 Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series F-1 Preferred Stock will be converted into shares of Common Stock. |
| 8. SC US (TTGP), Ltd. ("SC US TTGP") is the general partner of SCGF V Management, L.P. ("GF V Management"), which is the general partner of each of Sequoia Capital U.S. Growth Fund V, L.P. ("SC Growth") and Sequoia Capital USGF Principals Fund V, L.P. ("SC USGF"). SC Growth and SC USGF together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. ("SC Holdings"). As a result, SC US TTGP, SC Growth, SC USGF and GF V Management may be deemed to share voting and dispositive power with respect to the shares held by SC Holdings. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| Remarks: |
| This filing is Part 1 of 2. Exhibit 24.1 - Power of Attorney of Douglas M. Leone; Exhibit 24.2 - Power of Attorney of Michael J. Moritz |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC | 10/27/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, L.P. | 10/27/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principals Fund, LLC. | 10/27/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, L.P. | 10/27/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Director of SC US TTGP, the general partner of GF V Management, the general partner of SC Growth and SC USGF, the shareholders of SC Holdings. | 10/27/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone | 10/27/2016 | |
| /s/ Melinda Dunn, by power of attorney for Michael J. Moritz | 10/27/2016 | |
| ** 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. | ||
| 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 Number. | ||
