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* 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. 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) Other (specify below)	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	353,811(2)	(1)	I	By GEN3 Capital I, LP(3)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The dividend rights are payable in cash or shares of common stock at the Issuer's election immediately upon the closing of the Issuer's initial public offering.

2. This amendment is being filed to correct a calculation error with respect to the number of shares of common stock underlying the dividend right reported on the Reporting Persons' original Form 3.

3. The general partner of GEN3 Capital I, LP ("GEN3 Capital") is GEN3 Capital Partners, LLC ("GEN3 LLC"), and Jim K. Sims is the Managing Member of of GEN3 LLC. As a result, each of GEN3 LLC and Mr. Sims may be deemed to share beneficial ownership of the securities held by GEN3 Capital. 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	12/16/2016
	GEN3 Capital I, LP By: GEN3 Capital Partners, LLC, its general partner By: /s/ Haydar Diab, Vice President	12/16/2016
	Gen 3 Partners, Inc. By: /s/ Haydar Diab, Vice President	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).
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