Airgain (AIRG) Form 4 AIRGAIN / Frances Kordyback 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^*

Kordyback Frances

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2017

4. 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 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	03/03/2017		J(1)		2,000	D	$0.00	0	D
Common Stock	03/06/2017		M		6,000	A	$2.3	6,000	D
Common Stock	03/06/2017		M		3,000	A	$3.1	9,000	D
Common Stock	03/06/2017		M		38,878	A	$1.6	47,878	D
Common Stock	03/06/2017		M		4,000	A	$2.2	51,878	D
Common Stock	03/06/2017		M		10,070	A	$1.9	61,948	D
Common Stock	03/06/2017		M		8,000	A	$2.6	69,948	D

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
Stock Option (Right to Buy)	$2.3	03/06/2017		M			6,000	(2)	06/12/2023	Common Stock	6,000	$0.00	0	D
Stock Option (Right to Buy)	$3.1	03/06/2017		M			3,000	(2)	05/13/2024	Common Stock	3,000	$0.00	0	D
Stock Option (Right to Buy)	$1.6	03/06/2017		M			38,878	(2)	06/11/2025	Common Stock	38,878	$0.00	0	D
Stock Option (Right to Buy)	$2.2	03/06/2017		M			2,000	(2)	05/07/2017	Common Stock	2,000	$0.00	0	D
Stock Option (Right to Buy)	$1.9	03/06/2017		M			10,070	(2)	05/24/2026	Common Stock	10,070	$0.00	0	D
Stock Option (Right to Buy)	$2.2	03/06/2017		M			2,000	(2)	12/10/2017	Common Stock	2,000	$0.00	0	D
Stock Option (Right to Buy)	$2.6	03/06/2017		M			2,000	(2)	03/17/2019	Common Stock	2,000	$0.00	0	D
Stock Option (Right to Buy)	$2.6	03/06/2017		M			2,000	(2)	12/03/2019	Common Stock	2,000	$0.00	0	D
Stock Option (Right to Buy)	$2.6	03/06/2017		M			4,000	(2)	01/18/2011	Common Stock	4,000	$0.00	0	D

Explanation of Responses:

1. Represents a disposition of shares for no value by the Reporting Person to Northwater Intellectual Property Fund L.P. 1. Ms. Kordyback previously served as Managing Director of Northwater Capital Management Inc., a corporation formed under the laws of the Province Ontario, which is the manager of Northwater Intellectual Property Fund L.P. 1.

2. The option is fully vested.

Remarks:

	/s/ Frances Kordyback	03/07/2017
	** 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 4 (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).
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