Aquantia Form 4 AQUANTIA / Ken Pelowski 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^*

Pelowski Ken

(Last) (First) (Middle)

1600 EL CAMINO REAL, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AQUANTIA CORP [ AQ ]

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)
03/09/2018

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	03/09/2018		C(1)		40,516	A	$6.66	2,624,781	I	See Footnote(2)(3)
Common Stock	03/09/2018		S(1)		17,362	D	$15.55	2,607,419	I	See Footnote(2)(3)
Common Stock								3,347	D(4)

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
Common Stock Warrant (Right to Buy)	$6.66	03/09/2018		C(1)			40,516(5)	03/10/2008	03/09/2018	Common Stock	40,516(5)	$0.00	40,516(5)	I	See Footnote(2)(3)

Explanation of Responses:

1. On March 9, 2018, Pinnacle Ventures I Affiliates, L.P., Pinnacle Ventures II Equity Holdings, L.L.C. and Pinnacle Ventures I (Q) Equity Holdings, L.L.C. (collectively, the "Exercising Entities") exercised warrants to purchase a total of 40,516 shares of the Issuer's common stock for $6.66 a share. The Exercising Entities paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 17,362 of the warrant shares to pay the exercise price and issuing to the Exercising Entities the remaining 23,154 shares.

2. Represents securities held by Pinnacle Ventures I Affiliates, L.P., Pinnacle Ventures I-A (Q), L.P., Pinnacle Ventures I-B, L.P., Pinnacle Ventures Management I, L.L.C., Pinnacle Ventures II-A, L.P., Pinnacle Ventures II-B, L.P., Pinnacle Ventures II-C, L.P., Pinnacle Ventures II-R, L.P., Pinnacle Ventures Management II, L.L.C., Pinnacle Ventures Equity Fund I, L.P., Pinnacle Ventures Equity Fund I-O, L.P., Pinnacle Ventures Equity Fund I Affiliates, L.P., Pinnacle Ventures II Equity Holdings, L.L.C. and Pinnacle Ventures I (Q) Equity Holdings, L.L.C. (collectively, the "Pinnacle Entities"), which are managed by general partner limited liability companies. Ken Pelowski is either the sole or controlling managing member of each such limited liability company and, as such, is deemed to have sole voting and dispositive power with respect to the shares held by the Pinnacle Entities.

3. (Continued from Footnote 2) Mr. Pelowski disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

4. These securities represent restricted stock units previously granted to the reporting person pursuant to the Issuer's non-employee director compensation policy.

5. Represents 267 shares directly owned by Pinnacle Ventures I Affiliates, L.P., 27,146 shares directly owned by Pinnacle Ventures II Equity Holdings, L.L.C. and 13,103 shares directly owned by Pinnacle Ventures I (Q) Equity Holdings, L.L.C.

Remarks:

	/s/ Ken Pelowski	03/13/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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