Ken Pelowski 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)
07/30/2018

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	07/30/2018		M(1)		64,655	A	$9.28	354,260(2)	I	See Footnote(3)
Common Stock	07/30/2018		F(1)		44,944	D	$13.35	309,316(4)	I	See Footnote(3)
Common Stock								8,528(5)	D

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)	$9.28	07/30/2018		M(1)			64,655	04/05/2013	04/05/2023	Common Stock	64,655	$0.00	0	I	See Footnote(1)

Explanation of Responses:

1. On July 30, 2018, Pinnacle Ventures II Equity Holdings, L.L.C. ("PVIIEH") exercised a warrant to purchase a total of 64,655 shares of the Issuer's common stock for $9.28 per share. PVIIEH paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 44,944 of the warrant shares to pay the exercise price and issuing to PVIIEH the remaining 19,711 shares. The general partner of PVIIEH is Pinnacle Ventures Management II, L.L.C. ("PVMII"). Mr. Pelowski is a controlling managing member of PVMII. Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.

2. Represents 64,655 shares held by PVIIEH, 60,703 shares held by Pinnacle Ventures Management I, L.L.C. ("PVMI"), 142,624 shares held by Pinnacle Ventures Management II, L.L.C. ("PVMII"), 14,225 shares held by Pinnacle Ventures Equity Management I, L.L.C. ("PVEMI") and 72,053 shares held by the Pelowski/Mirek Living Trust (the "Trust"). Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.

3. Mr. Pelowski is a controlling managing member of PVMI, PVMII and PVEMI (together with PVIIEH, the "Pinnacle Entities") and, as such, is deemed to have sole voting and dispositive power with respect to the shares held by the Pinnacle Entities. Mr. Pelowski is a co-trustee of the Trust and may be deemed to share voting and dispositive power over the shares held by the Trust.

4. Represents 19,711 shares held by PVIIEH, 60,703 shares held by PVMI, 142,624 shares held by PVMII, 14,225 shares held by PVEMI and 72,053 shares held by the Trust. Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.

5. Represents 3,347 shares of common stock and 5,181 restricted stock units that will vest on June 29, 2019, the first anniversary from grant date, subject to Mr. Pelowski's continued service on the board of directors on the vest date.

Remarks:

	/s/ Ken Pelowski	08/22/2018
	** 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).
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