Airgain (AIRG) Form 4 AIRGAIN / Capital I L P GEN3 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^*

GEN3 Capital Partners, LLC

(Last) (First) (Middle)

C/O AIRGAIN, INC.

3611 VALLEY CENTRE DRIVE, SUITE 150

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AIRGAIN INC [ AIRG ]

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)
08/17/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/17/2016		C		1,185,680	A	$0.00	1,403,282	I	See Footnotes(1)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	08/17/2016		C			157,250	(3)	(3)	Common Stock	27,826	$0.00	0	I	By Gen 3 Partners, Inc.(2)
Series B Preferred Stock	(4)	08/17/2016		C			454,942	(4)	(4)	Common Stock	82,416	$0.00	0	I	By Gen 3 Partners, Inc.(2)
Series C Preferred Stock	(5)	08/17/2016		C			341,000	(5)	(5)	Common Stock	39,697	$0.00	0	I	By Gen 3 Partners, Inc.(2)
Series D Preferred Stock	(6)	08/17/2016		C			123,098	(6)	(6)	Common Stock	12,309	$0.00	0	I	By Gen 3 Partners, Inc.(2)
Series E Preferred Stock	(6)	08/17/2016		C			1,575,158	(6)	(6)	Common Stock	157,515	$0.00	0	I	By GEN3 Capital I, LP(2)
Series F Preferred Stock	(6)	08/17/2016		C			968,999	(6)	(6)	Common Stock	96,899	$0.00	0	I	By GEN3 Capital I, LP(2)
Series G Preferred Stock	(6)	08/17/2016		C			3,839,979	(6)	(6)	Common Stock	383,995	$0.00	0	I	By GEN3 Capital I, LP(2)
Dividend Right	(7)	08/17/2016		C			33,972	(7)	(7)	Common Stock	33,972	$0.00	0	I	By Gen 3 Partners, Inc.(2)
Dividend Right	(7)	08/17/2016		C			351,051	(7)	(7)	Common Stock	351,051	$0.00	0	I	By GEN3 Capital I, LP(2)

1. Name and Address of Reporting Person^*

GEN3 Capital Partners, LLC

(Last) (First) (Middle)

C/O AIRGAIN, INC.

3611 VALLEY CENTRE DRIVE, SUITE 150

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GEN3 Capital I L P

(Last) (First) (Middle)

C/O AIRGAIN, INC.

3611 VALLEY CENTRE DRIVE, SUITE 150

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GEN 3 PARTNERS INC

(Last) (First) (Middle)

C/O AIRGAIN, INC.

3611 VALLEY CENTRE DRIVE, SUITE 150

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

Explanation of Responses:

1. Represents 1,040,704 shares of common stock held by GEN3 Capital I, LP ("GEN3 Capital") and 362,578 shares of common stock held by Gen 3 Partners, Inc. ("Gen 3 Partners").

2. The general partner of GEN3 Capital is GEN3 Capital Partners, LLC ("GEN3 LLC"), and Jim 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, Francis X. Egan, Arthur M. Toscanini and Michael Treacy may be deemed to share beneficial ownership of the shares held by Gen 3 Partners in their capacity as directors of Gen 3 Partners. Each of the individuals and entities listed herein disclaims such beneficial ownership extent to the extent of his or its pecuniary interest therein.

3. The Series A Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series A Preferred Stock automatically converted into common stock on an approximately 1-to-0.177 split-adjusted basis upon the closing of the Issuer's initial public offering.

4. The Series B Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series B Preferred Stock automatically converted into common stock on an approximately 1-to-0.181 split-adjusted basis upon the closing of the Issuer's initial public offering.

5. The Series C Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series C Preferred Stock automatically converted into common stock on an approximately 1-to-0.116 split-adjusted basis upon the closing of the Issuer's initial public offering.

6. The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock automatically converted into common stock on an approximately 1-to-0.100 split-adjusted basis upon the closing of the Issuer's initial public offering.

7. The dividend rights were paid in shares of the Issuer's common stock at the Issuer's election immediately upon the closing of the Issuer's initial public offering.

Remarks:

	GEN3 Capital Partners, LLC By: /s/ Haydar Diab, Vice President	08/19/2016
	GEN3 Capital I, LP By: GEN3 Capital Partners, LLC By: /s/ Haydar Diab, Vice President	08/19/2016
	Gen 3 Partners, Inc. By: /s/ Haydar Diab, Vice President	08/19/2016
	** Signature of Reporting Person	Date
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