SEC FORM 4

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^*

TAN LIP BU

(Last)

(First)

(Middle)

333 BUSH STREET, SUITE 2800

(Street)

SAN FRANCISCO

94104

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

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/07/2017		C		2,240,632	A	⁽¹⁾	2,720,632⁽²⁾	I	See Footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	11/07/2017		C			1,784,317	⁽¹⁾	⁽¹⁾	Common Stock	178,430⁽⁴⁾	$0.00	0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽¹⁾	11/07/2017		C			773,594	⁽¹⁾	⁽¹⁾	Common Stock	77,357⁽⁵⁾	$0.00	0	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	11/07/2017		C			6,742,484	⁽¹⁾	⁽¹⁾	Common Stock	674,247⁽⁶⁾	$0.00	0	I	See Footnote⁽³⁾
Series E Preferred Stock	⁽¹⁾	11/07/2017		C			8,665,227	⁽¹⁾	⁽¹⁾	Common Stock	866,521⁽⁷⁾	$0.00	0	I	See Footnote⁽³⁾
Series F Preferred Stock	⁽¹⁾	11/07/2017		C			549,005	⁽¹⁾	⁽¹⁾	Common Stock	54,899⁽⁸⁾	$0.00	0	I	See Footnote⁽³⁾
Series G Preferred Stock	⁽¹⁾	11/07/2017		C			398,787	⁽¹⁾	⁽¹⁾	Common Stock	39,877⁽⁹⁾	$0.00	0	I	See Footnote⁽³⁾
Series H Preferred Stock	⁽¹⁾	11/07/2017		C			3,493,011	⁽¹⁾	⁽¹⁾	Common Stock	349,301⁽¹⁰⁾	$0.00	0	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 1,868,084 shares directly owned by WRV II, L.P ("WRV II"), 639,573 shares directly owned by Walden Riverwood Ventures, L.P. ("WRV") and 212,975 shares directly owned by A&E Investment, LLC ("A&E").

3. The Reporting Person is a member of the investment committee of the general partner of each of WRV II and WRV, and is a co-trustee of the sole member of A&E. The Reporting Person may be deemed to share voting and dispositive power with respect to the securities held by WRV II, WRV and A&E and disclaims beneficial ownership of such securities except for the Reporting Person's pecuniary interest therein.

4. The reportable securities include 112,221 shares directly owned by WRV II, 56,110 shares directly owned by WRV and 10,099 shares directly owned by A&E.

5. The reportable securities include 48,653 shares directly owned by WRV II, 24,326 shares directly owned by WRV and 4,378 shares directly owned by A&E.

6. The reportable securities include 507,579 shares directly owned by WRV II, 141,244 shares directly owned by WRV and 25,424 shares directly owned by A&E.

7. The reportable securities include 663,425 shares directly owned by WRV II, 40,489 shares directly owned by WRV and 162,607 shares directly owned by A&E.

8. The reportable securities include 34,528 shares directly owned by WRV II, 17,264 shares directly owned by WRV and 3,107 shares directly owned by A&E.

9. The reportable securities include 21,678 shares directly owned by WRV II, 10,839 shares directly owned by WRV and 7,360 shares directly owned by A&E.

10. The reportable securities are directly owned by WRV.

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.
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