0000899243-16-027679.txt : 20160819
0000899243-16-027679.hdr.sgml : 20160819
20160819083108
ACCESSION NUMBER: 0000899243-16-027679
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160817
FILED AS OF DATE: 20160819
DATE AS OF CHANGE: 20160819
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AIRGAIN INC
CENTRAL INDEX KEY: 0001272842
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
IRS NUMBER: 200281763
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3611 VALLEY CENTRE DRIVE
STREET 2: SUITE 150
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
BUSINESS PHONE: (760) 579-0200
MAIL ADDRESS:
STREET 1: 3611 VALLEY CENTRE DRIVE
STREET 2: SUITE 150
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GEN 3 PARTNERS INC
CENTRAL INDEX KEY: 0001102545
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37851
FILM NUMBER: 161842100
BUSINESS ADDRESS:
STREET 1: 45 MILK STREET
CITY: BOSTON
STATE: MA
ZIP: 02109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GEN3 Capital I L P
CENTRAL INDEX KEY: 0001324643
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37851
FILM NUMBER: 161842101
BUSINESS ADDRESS:
STREET 1: TEN POST OFFICE SQUARE 9TH FL
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 617-728-7000
MAIL ADDRESS:
STREET 1: TEN POST OFFICE SQUARE 9TH FL
CITY: BOSTON
STATE: MA
ZIP: 02109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GEN3 Capital Partners, LLC
CENTRAL INDEX KEY: 0001681392
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37851
FILM NUMBER: 161842102
BUSINESS ADDRESS:
STREET 1: C/O AIRGAIN, INC.
STREET 2: 3611 VALLEY CENTRE DRIVE, SUITE 150
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
BUSINESS PHONE: (760) 579-0200
MAIL ADDRESS:
STREET 1: C/O AIRGAIN, INC.
STREET 2: 3611 VALLEY CENTRE DRIVE, SUITE 150
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-08-17
0
0001272842
AIRGAIN INC
AIRG
0001681392
GEN3 Capital Partners, LLC
C/O AIRGAIN, INC.
3611 VALLEY CENTRE DRIVE, SUITE 150
SAN DIEGO
CA
92130
0
0
1
0
0001324643
GEN3 Capital I L P
C/O AIRGAIN, INC.
3611 VALLEY CENTRE DRIVE, SUITE 150
SAN DIEGO
CA
92130
0
0
1
0
0001102545
GEN 3 PARTNERS INC
C/O AIRGAIN, INC.
3611 VALLEY CENTRE DRIVE, SUITE 150
SAN DIEGO
CA
92130
0
0
1
0
Common Stock
2016-08-17
4
C
0
1185680
0.00
A
1403282
I
See Footnotes
Series A Preferred Stock
2016-08-17
4
C
0
157250
0.00
D
Common Stock
27826
0
I
By Gen 3 Partners, Inc.
Series B Preferred Stock
2016-08-17
4
C
0
454942
0.00
D
Common Stock
82416
0
I
By Gen 3 Partners, Inc.
Series C Preferred Stock
2016-08-17
4
C
0
341000
0.00
D
Common Stock
39697
0
I
By Gen 3 Partners, Inc.
Series D Preferred Stock
2016-08-17
4
C
0
123098
0.00
D
Common Stock
12309
0
I
By Gen 3 Partners, Inc.
Series E Preferred Stock
2016-08-17
4
C
0
1575158
0.00
D
Common Stock
157515
0
I
By GEN3 Capital I, LP
Series F Preferred Stock
2016-08-17
4
C
0
968999
0.00
D
Common Stock
96899
0
I
By GEN3 Capital I, LP
Series G Preferred Stock
2016-08-17
4
C
0
3839979
0.00
D
Common Stock
383995
0
I
By GEN3 Capital I, LP
Dividend Right
2016-08-17
4
C
0
33972
0.00
D
Common Stock
33972
0
I
By Gen 3 Partners, Inc.
Dividend Right
2016-08-17
4
C
0
351051
0.00
D
Common Stock
351051
0
I
By GEN3 Capital I, LP
Represents 1,040,704 shares of common stock held by GEN3 Capital I, LP ("GEN3 Capital") and 362,578 shares of common stock held by Gen 3 Partners, Inc. ("Gen 3 Partners").
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, Francis X. Egan, 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 extent to the extent of his or its pecuniary interest therein.
The Series A Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series A Preferred Stock automatically converted into common stock on an approximately 1-to-0.177 split-adjusted basis upon the closing of the Issuer's initial public offering.
The Series B Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series B Preferred Stock automatically converted into common stock on an approximately 1-to-0.181 split-adjusted basis upon the closing of the Issuer's initial public offering.
The Series C Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series C Preferred Stock automatically converted into common stock on an approximately 1-to-0.116 split-adjusted basis upon the closing of the Issuer's initial public offering.
The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock automatically converted into common stock on an approximately 1-to-0.100 split-adjusted basis upon the closing of the Issuer's initial public offering.
The dividend rights were paid in shares of the Issuer's common stock at the Issuer's election immediately upon the closing of the Issuer's initial public offering.
GEN3 Capital Partners, LLC By: /s/ Haydar Diab, Vice President
2016-08-19
GEN3 Capital I, LP By: GEN3 Capital Partners, LLC By: /s/ Haydar Diab, Vice President
2016-08-19
Gen 3 Partners, Inc. By: /s/ Haydar Diab, Vice President
2016-08-19