SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hooper Edwin B. III

(Last)

(First)

(Middle)

C/O QUANTENNA COMMUNICATIONS, INC.

3450 W. WARREN AVENUE

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2016

3. Issuer Name and Ticker or Trading Symbol
QUANTENNA COMMUNICATIONS INC [ QTNA ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	201,713	I	See footnote⁽¹⁾
Common Stock	72,550	I	See footnote⁽²⁾
Common Stock	14,434	I	See footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series G Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	267,729	⁽⁴⁾	I	See footnote⁽¹⁾
Series G Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	96,295	⁽⁴⁾	I	See footnote⁽²⁾
Series G Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	19,159	⁽⁴⁾	I	See footnote⁽³⁾

Explanation of Responses:

1. Shares held by Centerview Capital Technology Fund (Delaware), L.P. Edwin B. Hooper III is a managing partner and shares voting and investment power with respect to the shares held by Centerview Capital Technology Fund (Delaware), L.P.

2. Shares held by Centerview Capital Technology Fund-A (Delaware), L.P. Edwin B. Hooper III is a managing partner and shares voting and investment power with respect to the shares held by Centerview Capital Technology Fund-A (Delaware), L.P.

3. Shares held by Centerview Capital Technology Employee Fund, L.P. Edwin B. Hooper III is a managing partner and shares voting and investment power with respect to the shares held by the Centerview Capital Technology Employee Fund, L.P.

4. The Series G Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series G Preferred Stock will be converted into shares of Common Stock.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tom MacMitchell, as Attorney-in-Fact	10/27/2016
	** 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 5 (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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