| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AQUANTIA CORP [ AQ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/07/2017 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/07/2017 | C | 2,584,265 | A | (1) | 2,584,265(2) | I | See Footnote(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 A Preferred Stock | (1) | 11/07/2017 | C | 334,998 | (1) | (1) | Common Stock | 33,493(4) | $0.00 | 0 | I | See Footnote(3) | |||
| Series B Preferred Stock | (1) | 11/07/2017 | C | 4,650,563 | (1) | (1) | Common Stock | 465,051(5) | $0.00 | 0 | I | See Footnote(3) | |||
| Series D Preferred Stock | (1) | 11/07/2017 | C | 15,455,494 | (1) | (1) | Common Stock | 1,545,540(6) | $0.00 | 0 | I | See Footnote(3) | |||
| Series E Preferred Stock | (1) | 11/07/2017 | C | 3,944,552 | (1) | (1) | Common Stock | 394,449(7) | $0.00 | 0 | I | See Footnote(3) | |||
| Series F Preferred Stock | (1) | 11/07/2017 | C | 538,787 | (1) | (1) | Common Stock | 53,876(8) | $0.00 | 0 | I | See Footnote(3) | |||
| Series G Preferred Stock | (1) | 11/07/2017 | C | 918,594 | (1) | (1) | Common Stock | 91,856(9) | $0.00 | 0 | I | See Footnote(3) | |||
| Series B Preferred Warrant (Right to Buy) | $2.15 | 11/07/2017 | C(10) | 31,973 | 03/10/2008 | 03/09/2018 | Series B Preferred Stock | 31,973(11) | $0.00 | 0 | I | See Footnote(3) | |||
| Series D Preferred Warrant (Right to Buy) | $0.67 | 11/07/2017 | C(10) | 405,164 | 03/10/2008 | 03/09/2018 | Series D Preferred Stock | 405,164(12) | $0.00 | 0 | I | See Footnote(3) | |||
| Series D Preferred Warrant (Right to Buy) | $0.67 | 11/07/2017 | C(10) | 420,168 | 11/16/2009 | 11/16/2019 | Series D Preferred Stock | 420,168(13) | $0.00 | 0 | I | See Footnote(3) | |||
| Series F Preferred Warrant (Right to Buy) | $0.93 | 11/07/2017 | C(10) | 646,551 | 04/05/2013 | 04/05/2023 | Series F Preferred Stock | 646,551(14) | $0.00 | 0 | I | See Footnote(3) | |||
| Series G Preferred Warrant (Right to Buy) | $1.43 | 11/07/2017 | C(10) | 640,129 | 12/16/2014 | 12/16/2024 | Series G Preferred Stock | 640,129(14) | $0.00 | 0 | I | See Footnote(3) | |||
| Common Stock Warrant (Right to Buy) | $21.5 | 11/07/2017 | C(10) | 3,197 | 03/10/2008 | 03/09/2018 | Common Stock | 3,197(15) | $0.00 | 3,197(15) | I | See Footnote(3) | |||
| Common Stock Warrant (Right to Buy) | $6.66 | 11/07/2017 | C(10) | 40,516 | 03/10/2008 | 03/09/2018 | Common Stock | 40,516(16) | $0.00 | 40,516(16) | I | See Footnote(3) | |||
| Common Stock Warrant (Right to Buy) | $6.66 | 11/07/2017 | C(10) | 42,016 | 11/16/2009 | 11/16/2019 | Common Stock | 42,016(17) | $0.00 | 42,016(17) | I | See Footnote(3) | |||
| Common Stock Warrant (Right to Buy) | $9.28 | 11/07/2017 | C(10) | 64,655 | 04/05/2013 | 04/05/2023 | Common Stock | 64,655(14) | $0.00 | 64,655(14) | I | See Footnote(3) | |||
| Common Stock Warrant (Right to Buy) | $14.31 | 11/07/2017 | C(10) | 64,012 | 12/16/2014 | 12/16/2024 | Common Stock | 64,012(14) | $0.00 | 64,012(14) | I | See Footnote(3) | |||
| Explanation of Responses: |
| 1. The Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock have no expiration date and automatically converted into Common Stock on a 1:10 basis immediately prior to the closing of the Issuer's initial public offering. |
| 2. The reportable securities include 7,675 shares directly owned by Pinnacle Ventures I Affiliates, L.P. ("PVIA"), 95,621 shares directly owned by Pinnacle Ventures I-A (Q), L.P. ("PVI-A(Q)"), 279,303 shares directly owned by Pinnacle Ventures I-B, L.P. ("PVI-B"), 27 shares directly owned by Pinnacle Ventures Management I, L.L.C. ("PVM I"), 15,575 shares directly owned by Pinnacle Ventures II-A, L.P. ("PVII-A"), 654,460 shares directly owned by Pinnacle Ventures II-B, L.P. ("PVII-B"), 54,535 shares directly owned by Pinnacle Ventures II-C, L.P. ("PVII-C"), 54,535 shares directly owned by Pinnacle Ventures II-R, L.P. ("PVII-R"), 4 shares directly owned by Pinnacle Ventures Management II, L.L.C. ("PVM II"), 782,394 shares directly owned by Pinnacle Ventures Equity Fund I, L.P. ("PVEF I"), 569,012 shares directly owned by Pinnacle Ventures Equity Fund I-O, L.P. ("PVEF I-O") and 71,124 shares directly owned by Pinnacle Ventures Equity Fund I Affiliates, L.P. ("PVEFIA"). |
| 3. PVIA, PVI-A(Q), PVI-B, PVM I, PVII-A, PVII-B, PVII-C, PVII-R, PVM II, PVEF I, PVEF I-O, PVEFIA, Pinnacle Ventures II Equity Holdings, L.L.C. ("PVIIEH") and Pinnacle Ventures I (Q) Equity Holdings, L.L.C. ("PVI(Q)EH") (collectively, the "Pinnacle Entities") 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. Mr. Pelowski disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
| 4. The reportable securities include 221 shares directly owned by PVIA, 2,735 shares directly owned by PVI-A(Q), 8,069 shares directly owned by PVI-B, 27 shares directly owned by PVM I, 444 shares directly owned by PVII-A, 18,853 shares directly owned by PVII-B, 1,570 shares directly owned by PVII-C, 1,570 shares directly owned by PVII-R and 4 shares directly owned by PVM II. |
| 5. The reportable securities include 306 shares directly owned by PVIA, 3,836 shares directly owned by PVI-A(Q), 11,203 shares directly owned by PVI-B, 623 shares directly owned by PVII-A, 26,173 shares directly owned by PVII-B, 2,181 shares directly owned by PVII-C, 2,181 shares directly owned by PVII-R, 230,202 shares directly owned by PVEF I, 167,419 shares directly owned by PVEF I-O and 20,927 shares directly owned by PVEFIA. |
| 6. The reportable securities include 5,337 shares directly owned by PVIA, 66,726 shares directly owned by PVI-A(Q), 194,842 shares directly owned by PVI-B, 10,837 shares directly owned by PVII-A, 455,201 shares directly owned by PVII-B, 37,932 shares directly owned by PVII-C, 37,932 shares directly owned by PVII-R, 405,204 shares directly owned by PVEF I, 294,693 shares directly owned by PVEF I-O and 36,836 shares directly owned by PVEFIA. |
| 7. The reportable securities include 1,420 shares directly owned by PVIA, 17,758 shares directly owned by PVI-A(Q), 51,856 shares directly owned by PVI-B, 2,884 shares directly owned by PVII-A, 121,149 shares directly owned by PVII-B, 10,095 shares directly owned by PVII-C, 10,095 shares directly owned by PVII-R, 98,556 shares directly owned by PVEF I, 71,677 shares directly owned by PVEF I-O and 8,959 shares directly owned by PVEFIA. |
| 8. The reportable securities include 89 shares directly owned by PVIA, 1,122 shares directly owned by PVI-A(Q), 3,277 shares directly owned by PVI-B, 182 shares directly owned by PVII-A, 7,656 shares directly owned by PVII-B, 638 shares directly owned by PVII-C, 638 shares directly owned by PVII-R, 22,151 shares directly owned by PVEF I, 16,110 shares directly owned by PVEF I-O and 2,013 shares directly owned by PVEFIA. |
| 9. The reportable securities include 302 shares directly owned by PVIA, 3,444 shares directly owned by PVI-A(Q), 10,056 shares directly owned by PVI-B, 605 shares directly owned by PVII-A, 25,428 shares directly owned by PVII-B, 2,119 shares directly owned by PVII-C, 2,119 shares directly owned by PVII-R, 26,281 shares directly owned by PVEF I, 19,113 shares directly owned by PVEF I-O and 2,389 shares directly owned by PVEFIA. |
| 10. The Issuer's Preferred Stock warrants automatically converted into warrants to purchase Common Stock immediately prior to the closing of the Issuer's initial public offering without payment or further consideration. The transaction is listed solely for the purpose of reporting the change in the shares underlying the warrants. |
| 11. The reportable securities include 21,422 shares directly owned by PVIA, 211 shares directly owned by PVIIEH and 10,340 shares directly owned by PVI(Q)EH. |
| 12. The reportable securities include 2,674 shares directly owned by PVIA, 271,460 shares directly owned by PVIIEH and 131,030 shares directly owned by PVI(Q)EH. |
| 13. The reportable securities include 2,773 shares directly owned by PVIA, 281,513 shares directly owned by PVIIEH and 135,882 shares directly owned by PVI(Q)EH. |
| 14. The reportable securities are directly owned by PVIIEH. |
| 15. The reportable securities include 2,142 shares directly owned by PVIA, 21 shares directly owned by PVIIEH and 1,034 shares directly owned by PVI(Q)EH. |
| 16. The reportable securities include 267 shares directly owned by PVIA, 27,146 shares directly owned by PVIIEH and 13,103 shares directly owned by PVI(Q)EH. |
| 17. The reportable securities include 277 shares directly owned by PVIA, 28,151 shares directly owned by PVIIEH and 13,588 shares directly owned by PVI(Q)EH. |
| Remarks: |
| /s/ Alison Haggerty, Attorney-in-Fact | 11/08/2017 | |
| ** 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). | ||
| 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. | ||
