Sequoia Technology Partners Xi Form 4 QUANTENNA COMMUNICATIONS / MICHAEL J MORITZ ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SC XI MANAGEMENT LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QUANTENNA COMMUNICATIONS INC [ QTNA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2016		C		3,108,633	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	3,108,633	I	By Sequoia Capital XI, L.P.⁽⁷⁾
Common Stock	11/02/2016		C		338,190	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	338,190	I	By Sequoia Capital XI Principals Fund, LLC⁽⁷⁾
Common Stock	11/02/2016		C		98,188	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	98,188	I	By Sequoia Technology Partners XI, L.P.⁽⁷⁾
Common Stock	11/02/2016		C		2,583,233	A	⁽⁶⁾	2,583,233	I	By SC US GF V Holdings, LTD.⁽⁸⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	11/02/2016		C			385,357	⁽¹⁾	⁽¹⁾	Common Stock	727,111	$0.00	0	I	By Sequoia Capital XI, L.P.⁽⁷⁾
Series A Preferred Stock	⁽¹⁾	11/02/2016		C			41,923	⁽¹⁾	⁽¹⁾	Common Stock	79,102	$0.00	0	I	By Sequoia Capital XI Principals Fund, LLC⁽⁷⁾
Series A Preferred Stock	⁽¹⁾	11/02/2016		C			12,172	⁽¹⁾	⁽¹⁾	Common Stock	22,967	$0.00	0	I	By Sequoia Technology Partners XI, L.P.⁽⁷⁾
Series B Preferred Stock	⁽²⁾	11/02/2016		C			85,753	⁽²⁾	⁽²⁾	Common Stock	165,777	$0.00	0	I	By Sequoia Capital XI, L.P.⁽⁷⁾
Series B Preferred Stock	⁽²⁾	11/02/2016		C			9,329	⁽²⁾	⁽²⁾	Common Stock	18,035	$0.00	0	I	By Sequoia Capital XI Principals Fund, LLC⁽⁷⁾
Series B Preferred Stock	⁽²⁾	11/02/2016		C			2,708	⁽²⁾	⁽²⁾	Common Stock	5,235	$0.00	0	I	By Sequoia Technology Partners XI, L.P.⁽⁷⁾
Series C Preferred Stock	⁽³⁾	11/02/2016		C			117,366	⁽³⁾	⁽³⁾	Common Stock	232,247	$0.00	0	I	By Sequoia Capital XI, L.P.⁽⁷⁾
Series C Preferred Stock	⁽³⁾	11/02/2016		C			12,768	⁽³⁾	⁽³⁾	Common Stock	25,265	$0.00	0	I	By Sequoia Capital XI Principals Fund, LLC⁽⁷⁾
Series C Preferred Stock	⁽³⁾	11/02/2016		C			3,706	⁽³⁾	⁽³⁾	Common Stock	7,333	$0.00	0	I	By Sequoia Technology Partners XI, L.P.⁽⁷⁾
Series D Preferred Stock	⁽⁴⁾	11/02/2016		C			962,995	⁽⁴⁾	⁽⁴⁾	Common Stock	962,995	$0.00	0	I	By Sequoia Capital XI, L.P.⁽⁷⁾
Series D Preferred Stock	⁽⁴⁾	11/02/2016		C			104,766	⁽⁴⁾	⁽⁴⁾	Common Stock	104,766	$0.00	0	I	By Sequoia Capital XI Principals Fund, LLC⁽⁷⁾
Series D Preferred Stock	⁽⁴⁾	11/02/2016		C			30,418	⁽⁴⁾	⁽⁴⁾	Common Stock	30,418	$0.00	0	I	By Sequoia Technology Partners XI, L.P.⁽⁷⁾
Series E Preferred Stock	⁽⁵⁾	11/02/2016		C			561,493	⁽⁵⁾	⁽⁵⁾	Common Stock	561,493	$0.00	0	I	By Sequoia Capital XI, L.P.⁽⁷⁾
Series E Preferred Stock	⁽⁵⁾	11/02/2016		C			61,086	⁽⁵⁾	⁽⁵⁾	Common Stock	61,086	$0.00	0	I	By Sequoia Capital XI Principals Fund, LLC⁽⁷⁾
Series E Preferred Stock	⁽⁵⁾	11/02/2016		C			17,736	⁽⁵⁾	⁽⁵⁾	Common Stock	17,736	$0.00	0	I	By Sequoia Technology Partners XI, L.P.⁽⁷⁾
Series F-1 Preferred Stock	⁽⁶⁾	11/02/2016		C			459,010	⁽⁶⁾	⁽⁶⁾	Common Stock	459,010	$0.00	0	I	By Sequoia Capital XI, L.P.⁽⁷⁾
Series F-1 Preferred Stock	⁽⁶⁾	11/02/2016		C			49,936	⁽⁶⁾	⁽⁶⁾	Common Stock	49,936	$0.00	0	I	y Sequoia Capital XI Principals Fund, LLC⁽⁷⁾
Series F-1 Preferred Stock	⁽⁶⁾	11/02/2016		C			14,499	⁽⁶⁾	⁽⁶⁾	Common Stock	14,499	$0.00	0	I	By Sequoia Technology Partners XI, L.P.⁽⁷⁾
Series F-1 Preferred Stock	⁽⁶⁾	11/02/2016		C			2,583,233	⁽⁶⁾	⁽⁶⁾	Common Stock	2,583,233	$0.00	0	I	By SC US GF V Holdings, LTD.⁽⁸⁾

1. Name and Address of Reporting Person^*

SC XI MANAGEMENT LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XI

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XI PRINCIPALS FUND

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA TECHNOLOGY PARTNERS XI

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC US GF V Holdings, Ltd.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MORITZ MICHAEL J

(Last)

(First)

(Middle)

2500 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A Preferred Stock automatically converted into Common Stock on a 1.8868501529052:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. The Series B Preferred Stock automatically converted into Common Stock on a 1.9332015399022:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

3. The Series C Preferred Stock automatically converted into Common Stock on a 1.97882655585238:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

5. The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

6. The Series F-1 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

7. 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.

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.

	/s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC	11/04/2016
	/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.	11/04/2016
	/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	11/04/2016
	/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.	11/04/2016
	/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.	11/04/2016
	/s/ Melinda Dunn, by power of attorney for Douglas M. Leone	11/04/2016
	/s/ Melinda Dunn, by power of attorney for Michael J. Moritz	11/04/2016
	** Signature of Reporting Person	Date
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Sequoia Technology Partners Xi Inactive Form 4QUANTENNA COMMUNICATIONS / MICHAEL J MORITZ ownership change