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^*

Diner Fahri

(Last)

(First)

(Middle)

C/O QUANTENNA COMMUNICATIONS, INC.

3450 W. WARREN AVENUE

(Street)

FREMONT

94538

(City)

(State)

(Zip)

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

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)
11/02/2016

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	11/02/2016		C		42,718	A	⁽¹⁾	42,718	I	See footnote⁽²⁾
Common Stock	11/02/2016		C		10,022	A	⁽³⁾	52,740	I	See footnote⁽²⁾
Common Stock	11/02/2016		C		42,756	A	⁽⁴⁾	95,496	I	See footnote⁽²⁾
Common Stock	11/02/2016		C		24,332	A	⁽⁵⁾	119,828	I	See footnote⁽²⁾
Common Stock	11/02/2016		C		15,908	A	⁽⁶⁾	135,736	I	See footnote⁽²⁾
Common Stock	11/02/2016		C		3,812	A	⁽⁷⁾	139,548	I	See footnote⁽²⁾
Common Stock	11/02/2016		P⁽⁸⁾		1,027	A	$16	140,575	I	See footnote⁽²⁾
Common Stock	11/02/2016		C		8,003	A	⁽¹⁾	8,003	I	See footnote⁽⁹⁾
Common Stock	11/02/2016		C		1,931	A	⁽³⁾	9,934	I	See footnote⁽⁹⁾
Common Stock	11/02/2016		C		8,322	A	⁽⁴⁾	18,256	I	See footnote⁽⁹⁾
Common Stock	11/02/2016		C		4,777	A	⁽⁵⁾	23,033	I	See footnote⁽⁹⁾
Common Stock	11/02/2016		C		3,245	A	⁽⁶⁾	26,278	I	See footnote⁽⁹⁾
Common Stock	11/02/2016		C		806	A	⁽⁷⁾	27,084	I	See footnote⁽⁹⁾
Common Stock	11/02/2016		P⁽⁸⁾		218	A	$16	27,302	I	See footnote⁽⁹⁾
Common Stock	11/02/2016		C		659,401	A	⁽¹⁾	659,401	I	See footnote⁽¹⁰⁾
Common Stock	11/02/2016		C		162,476	A	⁽³⁾	821,877	I	See footnote⁽¹⁰⁾
Common Stock	11/02/2016		C		700,123	A	⁽⁴⁾	1,522,000	I	See footnote⁽¹⁰⁾
Common Stock	11/02/2016		C		410,488	A	⁽⁵⁾	1,932,488	I	See footnote⁽¹⁰⁾
Common Stock	11/02/2016		C		276,674	A	⁽⁶⁾	2,209,162	I	See footnote⁽¹⁰⁾
Common Stock	11/02/2016		C		69,263	A	⁽⁷⁾	2,278,425	I	See footnote⁽¹⁰⁾
Common Stock	11/02/2016		P⁽⁸⁾		18,725	A	$16	2,297,150	I	See footnote⁽¹⁰⁾

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 B Preferred Stock	⁽¹⁾	11/02/2016		C			22,097	⁽¹⁾	⁽¹⁾	Common Stock	42,718	$0.00	0	I	See footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	11/02/2016		C			4,140	⁽¹⁾	⁽¹⁾	Common Stock	8,003	$0.00	0	I	See footnote⁽⁹⁾
Series B Preferred Stock	⁽¹⁾	11/02/2016		C			341,093	⁽¹⁾	⁽¹⁾	Common Stock	659,401	$0.00	0	I	See footnote⁽¹⁰⁾
Series C Preferred Stock	⁽³⁾	11/02/2016		C			5,065	⁽³⁾	⁽³⁾	Common Stock	10,022	$0.00	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽³⁾	11/02/2016		C			976	⁽³⁾	⁽³⁾	Common Stock	1,931	$0.00	0	I	See footnote⁽⁹⁾
Series C Preferred Stock	⁽³⁾	11/02/2016		C			82,107	⁽³⁾	⁽³⁾	Common Stock	162,475	$0.00	0	I	See footnote⁽¹⁰⁾
Series D Preferred Stock	⁽⁴⁾	11/02/2016		C			42,756	⁽⁴⁾	⁽⁴⁾	Common Stock	42,756	$0.00	0	I	See footnote⁽²⁾
Series D Preferred Stock	⁽⁴⁾	11/02/2016		C			8,322	⁽⁴⁾	⁽⁴⁾	Common Stock	8,322	$0.00	0	I	See footnote⁽⁹⁾
Series D Preferred Stock	⁽⁴⁾	11/02/2016		C			700,123	⁽⁴⁾	⁽⁴⁾	Common Stock	700,123	$0.00	0	I	See footnote⁽¹⁰⁾
Series E Preferred Stock	⁽⁵⁾	11/02/2016		C			24,332	⁽⁵⁾	⁽⁵⁾	Common Stock	24,332	$0.00	0	I	See footnote⁽²⁾
Series E Preferred Stock	⁽⁵⁾	11/02/2016		C			4,777	⁽⁵⁾	⁽⁵⁾	Common Stock	4,777	$0.00	0	I	See footnote⁽⁹⁾
Series E Preferred Stock	⁽⁵⁾	11/02/2016		C			410,488	⁽⁵⁾	⁽⁵⁾	Common Stock	410,488	$0.00	0	I	See footnote⁽¹⁰⁾
Series F-1 Preferred Stock	⁽⁶⁾	11/02/2016		C			15,908	⁽⁶⁾	⁽⁶⁾	Common Stock	15,908	$0.00	0	I	See footnote⁽²⁾
Series F-1 Preferred Stock	⁽⁶⁾	11/02/2016		C			3,245	⁽⁶⁾	⁽⁶⁾	Common Stock	3,245	$0.00	0	I	See footnote⁽⁹⁾
Series F-1 Preferred Stock	⁽⁶⁾	11/02/2016		C			276,674	⁽⁶⁾	⁽⁶⁾	Common Stock	276,674	$0.00	0	I	See footnote⁽¹⁰⁾
Series G Preferred Stock	⁽⁷⁾	11/02/2016		C			3,812	⁽⁷⁾	⁽⁷⁾	Common Stock	3,812	$0.00	0	I	See footnote⁽²⁾
Series G Preferred Stock	⁽⁷⁾	11/02/2016		C			806	⁽⁷⁾	⁽⁷⁾	Common Stock	806	$0.00	0	I	See footnote⁽⁹⁾
Series G Preferred Stock	⁽⁷⁾	11/02/2016		C			69,263	⁽⁷⁾	⁽⁷⁾	Common Stock	69,263	$0.00	0	I	See footnote⁽¹⁰⁾

Explanation of Responses:

1. The Series B Preferred Stock automatically converted into Common Stock on a 1.9332015399022:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. Shares held by Sigma Associates 7, L.P., of which Sigma Management 7, L.L.C. is the general partner. Robert E. Davoli, Fahri Diner, Lawrence G. Finch, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson are the managing members of Sigma Management 7, L.L.C. and share voting and investment power with respect to the shares held by Sigma Associates 7, L.P.

3. The Series C Preferred Stock automatically converted into Common Stock on a 1.97882655585238:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

5. The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

6. The Series F-1 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

7. The Series G Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

8. Represents a purchase from the underwriters pursuant to participation in the directed share program in connection with the initial public offering of the Issuer's Common Stock.

9. Shares held by Sigma Investors 7, L.P., of which Sigma Management 7, L.L.C. is the general partner. Robert E. Davoli, Fahri Diner, Lawrence G. Finch, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson are the managing members of Sigma Management 7, L.L.C. and share voting and investment power with respect to the shares held by Sigma Investors 7, L.P.

10. Shares held by Sigma Partners 7, L.P., of which Sigma Management 7, L.L.C. is the general partner. Robert E. Davoli, Fahri Diner, Lawrence G. Finch, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson are the managing members of Sigma Management 7, L.L.C. and share voting and investment power with respect to the shares held by Sigma Partners 7, L.P.

Remarks:

	/s/ Tom MacMitchell, as Attorney-in-Fact	11/04/2016
	** Signature of Reporting Person	Date
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