Aerkomm (AKOM) Form 5 Aerkomm / Jan-Yuan Lin ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Lin Jan-Yuan

(Last) (First) (Middle)

C/O AERKOMM INC.,

923 INCLINE WAY, #39

(Street)

INCLINE VILLAGE NV 89451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aerkomm Inc. [ AKOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							372,905	D
Common Stock							959,230	I	Held by Dmedia Holding LP(1)
Common Stock							89,498	I	Held by spouse

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	$3.96	07/02/2019		A(2)	6,000		07/02/2019(2)	07/02/2029	Common Stock	6,000	$0	9,000(3)	D

Explanation of Responses:

1. The reporting person holds an 42.4% interest in Dmedia Holding LP and an 7% ownership interest in Dmedia LLC, the General Partner of Dmedia Holding LP. As such, the reporting person has a pecuniary interest in 959,230 shares held by Dmedia Holding LP.

2. Represents ten-year qualified stock options to purchase 6,000 shares of the Issuer's common stock, granted to the Reporting Person under the Issuer's equity incentive plan, pursuant to a stock option agreement, dated July 2, 2019. The options will vest 25% upon the date of issuance of the grant, 25% upon the date the Company obtains from the AMF a visa on the Company's European listing prospectus, 25% upon the first anniversary of the date of issuance of the grant, and 25% upon the second anniversary of the date of issuance of the grant; except that, if the Company does not obtain from the AMF a visa on the Company's European listing prospectus, the stock options shall vest according to the following schedule: 25% upon the date of issuance of the grant, 50% upon the first anniversary of the date of issuance of the grant, and 25% upon the second anniversary of the date of issuance of the grant.

3. Includes previously reported ten-year non-qualified stock options to purchase 3,000 shares (after reflecting 5 to 1 reverse split) at $30.25 per share, granted to the Reporting Person on June 23, 2017 under the Issuer's equity incentive plan, pursuant to a stock option agreement, dated June 23, 2017, which will vest in three equal installments commencing on the first anniversary of the grant date.

	/s/ Jan-Yung Lin	01/27/2020
	** 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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