SEC Form 3
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 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/02/2017 | 3. Issuer Name and Ticker or Trading Symbol AQUANTIA CORP [ AQ ] | |||||||||||||
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)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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 Convertible Preferred Stock | (1) | (1) | Common Stock | 243,635(1) | (1) | I(8) | see footnote |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 46,505(2) | (3) | I(8) | see footnote |
Series D Convertible Preferred Stock | (3) | (3) | Common Stock | 187,311(3) | (4) | I(8) | see footnote |
Series E Convertible Preferred Stock | (4) | (4) | Common Stock | 93,191(4) | (4) | I(8) | see footnote |
Series F Convertible Preferred Stock | (5) | (5) | Common Stock | 53,879(5) | (5) | I(8) | see footnote |
Series G Convertible Preferred Stock | (6) | (6) | Common Stock | 21,749(6) | (6) | I(8) | see footnote |
Series H Convertible Preferred Stock | (7) | (7) | Common Stock | 26,506(7) | (7) | D(9) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Number of shares in column 3 reflects effect of a ten-for-one reverse stock split of the Common Stock effected by the Issuer on October 5, 2017, as indicated in the Issuer's registration statement on Form S-1 (No. 333-220871). Pursuant to such reverse stock split, each ten (10) shares of Series A Convertible Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration, and will automatically convert into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock. The Series A Convertible Preferred Stock does not have an expiration date. |
2. Number of shares in column 3 reflects effect of a ten-for-one reverse stock split of the Common Stock effected by the Issuer on October 5, 2017, as indicated in the Issuer's registration statement on Form S-1 (No. 333-220871). Pursuant to such reverse stock split, each ten (10) shares of Series B Convertible Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration, and will automatically convert into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock. The Series B Convertible Preferred Stock does not have an expiration date. |
3. Number of shares in column 3 reflects effect of a ten-for-one reverse stock split of the Common Stock effected by the Issuer on October 5, 2017, as indicated in the Issuer's registration statement on Form S-1 (No. 333-220871). Pursuant to such reverse stock split, each ten (10) shares of Series D Convertible Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration, and will automatically convert into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock. The Series D Convertible Preferred Stock does not have an expiration date. |
4. Number of shares in column 3 reflects effect of a ten-for-one reverse stock split of the Common Stock effected by the Issuer on October 5, 2017, as indicated in the Issuer's registration statement on Form S-1 (No. 333-220871). Pursuant to such reverse stock split, each ten (10) shares of Series E Convertible Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration, and will automatically convert into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock. The Series E Convertible Preferred Stock does not have an expiration date. |
5. Number of shares in column 3 reflects effect of a ten-for-one reverse stock split of the Common Stock effected by the Issuer on October 5, 2017, as indicated in the Issuer's registration statement on Form S-1 (No. 333-220871). Pursuant to such reverse stock split, each ten (10) shares of Series F Convertible Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration, and will automatically convert into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock. The Series F Convertible Preferred Stock does not have an expiration date. |
6. Number of shares in column 3 reflects effect of a ten-for-one reverse stock split of the Common Stock effected by the Issuer on October 5, 2017, as indicated in the Issuer's registration statement on Form S-1 (No. 333-220871). Pursuant to such reverse stock split, each ten (10) shares of Series G Convertible Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration, and will automatically convert into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock. The Series G Convertible Preferred Stock does not have an expiration date. |
7. Number of shares in column 3 reflects effect of a ten-for-one reverse stock split of the Common Stock effected by the Issuer on October 5, 2017, as indicated in the Issuer's registration statement on Form S-1 (No. 333-220871). Pursuant to such reverse stock split, each ten (10) shares of Series H Convertible Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration, and will automatically convert into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock. The Series H Convertible Preferred Stock does not have an expiration date. |
8. Cisco Systems International B.V. (Cisco International B.V.) directly beneficially owns the reported securities. Cisco Systems, Inc. (Cisco) is the sole owner of the outstanding securities of Cisco International B.V. and as such may be deemed to be an indirect beneficial owner of the reported securities. Except to the extent of any indirect pecuniary interest therein, Cisco disclaims beneficial ownership of the securities beneficially owned by Cisco International B.V. |
9. Cisco directly beneficially owns the reported securities. |
Remarks: |
Following the closing of the Issuer's initial public offering, the Reporting Persons expect that the securities reported herein will represent beneficial ownership of the Issuer of less than 5%. |
/s/ Evan Sloves, Attorney in Fact for Cisco Systems International B.V. | 11/02/2017 | |
/s/ Evan Sloves, Secretary for Cisco Systems, Inc. | 11/02/2017 | |
** 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 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. |