Northwater Capital Form 4 AIRGAIN / INTELLECTUAL PROPERTY FUND LP 1 NORTHWATER 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^*

Northwater Capital Inc.

(Last) (First) (Middle)

161 BAY STREET, SUITE 4000

(Street)

TORONTO A6 M5J 2S1

(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)	X	Other (specify below)
Director by deputization***

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		1,212,556	A	$0	1,270,779	I	See footnote(1)

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 E Preferred Stock	(2)	08/17/2016		C			2,730,059	(2)	(2)	Common Stock	273,005	$0	0	I	See footnote(1)
Series F Preferred Stock	(2)	08/17/2016		C			769,230	(2)	(2)	Common Stock	76,923	$0	0	I	See Footnotes(1)
Series G Preferred Stock	(2)	08/17/2016		C			4,159,168	(2)	(2)	Common Stock	415,913	$0	0	I	See footnote(1)
Dividend Right	(3)	08/17/2016		C			446,715	(3)	(3)	Common Stock	446,715	$0	0	I	See footnote(1)

1. Name and Address of Reporting Person^*

Northwater Capital Inc.

(Last) (First) (Middle)

161 BAY STREET, SUITE 4000

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Northwater Capital Management Inc.

(Last) (First) (Middle)

161 BAY STREET, SUITE 4000

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NORTHWATER INTELLECTUAL PROPERTY FUND LP 1

(Last) (First) (Middle)

161 BAY STREET, SUITE 4000

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1; Note 1.

2. See Exhibit 99.1; Note 2.

3. See Exhibit 99.1; Note 3.

Remarks:

*** Northwater Capital Inc., Northwater Capital Management Inc. and Northwater Intellectual Property Fund L.P. 1 are each a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information and Signature

	NORTHWATER CAPITAL INC.; By: /s/ Daniel Mills, Managing Director	08/19/2016
	NORTHWATER CAPITAL INC.; By: /s/ Frances Kordyback, Managing Director	08/19/2016
	** 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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