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*
GEN3 Capital Partners, LLC

(Last) (First) (Middle)
C/O AIRGAIN, INC.
3611 VALLEY CENTRE DRIVE, SUITE 150

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AIRGAIN INC [ AIRG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/04/2019 S 4,964 D $12.7739 1,048,428 I See Footnotes(1)(2)
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
1. Name and Address of Reporting Person*
GEN3 Capital Partners, LLC

(Last) (First) (Middle)
C/O AIRGAIN, INC.
3611 VALLEY CENTRE DRIVE, SUITE 150

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GEN3 Capital I L P

(Last) (First) (Middle)
C/O AIRGAIN, INC.
3611 VALLEY CENTRE DRIVE, SUITE 150

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GEN 3 PARTNERS INC

(Last) (First) (Middle)
C/O AIRGAIN, INC.
3611 VALLEY CENTRE DRIVE, SUITE 150

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
Explanation of Responses:
1. Following the transactions reported herein, includes 1,043,464 shares of common stock held by GEN3 Capital I, LP ("GEN3 Capital") and 4,964 shares of common stock held by Gen 3 Partners, Inc. ("Gen 3 Partners").
2. The general partner of GEN3 Capital is GEN3 Capital Partners, LLC ("GEN3 LLC"), and Jim K. Sims is the Managing Member of GEN3 LLC. As a result, each of GEN3 LLC and Mr. Sims may be deemed to share beneficial ownership of the shares held by GEN3 Capital. Mr. Sims, Arthur M. Toscanini and Michael Treacy may be deemed to share beneficial ownership of the shares held by Gen 3 Partners in their capacity as directors of Gen 3 Partners. Each of the individuals and entities listed herein disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein.
Remarks:
GEN3 Capital Partners, LLC, By: /s/ Haydar Diab, Vice President 03/06/2019
GEN3 Capital I, LP, By: GEN3 Capital Partners, LLC, By: /s/ Haydar Diab, Vice President 03/06/2019
Gen 3 Partners, Inc., By: /s/ Haydar Diab, Vice President 03/06/2019
** 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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