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*
Northwater Capital Inc.

(Last) (First) (Middle)
161 BAY STREET, SUITE 4000

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2016
3. Issuer Name and Ticker or Trading Symbol
AIRGAIN INC [ AIRG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by deputization***
5. If Amendment, Date of Original Filed (Month/Day/Year)
08/11/2016
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 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Dividend Right (1) (1) Common Stock 449,475(2) (1) I See footnote(3)
1. Name and Address of Reporting Person*
Northwater Capital Inc.

(Last) (First) (Middle)
161 BAY STREET, SUITE 4000

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Northwater Capital Management Inc.

(Last) (First) (Middle)
161 BAY STREET, SUITE 4000

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NORTHWATER INTELLECTUAL PROPERTY FUND LP 1

(Last) (First) (Middle)
161 BAY STREET, SUITE 4000

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1; Note 1.
2. See Exhibit 99.1; Note 2.
3. See Exhibit 99.1; Note 3.
Remarks:
*** Northwater Capital Inc., Northwater Capital Management Inc. and Northwater Intellectual Property Fund L.P. 1 are each a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information and Signature
NORTHWATER CAPITAL INC.; By: Daniel Mills, Managing Director 12/16/2016
NORTHWATER CAPITAL INC.; By: David Patterson, Managing Director 12/16/2016
** 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).
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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