SEC FORM 3

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^*

VOLL MARK

(Last)

(First)

(Middle)

C/O AQUANTIA CORP.

105 EAST TASMAN DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2017

3. Issuer Name and Ticker or Trading Symbol
AQUANTIA CORP [ AQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. 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 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)
Common Stock	22,727	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,366	⁽¹⁾	D
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,459	⁽¹⁾	D
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	8,474	⁽¹⁾	D
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,429	⁽¹⁾	D
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,035	⁽¹⁾	D
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	650	⁽¹⁾	D
Employee Stock Option (Right to Buy)	⁽²⁾	04/21/2026	Common Stock	62,272	$4.4	D
Employee Stock Option (Right to Buy)	⁽³⁾	04/26/2027	Common Stock	29,999	$7.1	D

Explanation of Responses:

1. The Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock have no expiration date and automatically convert into Common Stock on a 1:10 basis immediately prior to the closing of the Issuer's initial public offering.

2. All shares underlying this option are immediately exercisable, subject to a repurchase right in the Issuer's favor which lapses in accordance with the option's vesting schedule. 37,188 shares are vested. The remaining shares vest in a series of twenty-seven (27) equal monthly installments beginning November 11, 2017, subject to the Reporting Person providing continuous service to the Issuer on each such date.

3. All shares underlying this option are immediately exercisable, subject to a repurchase right in the Issuer's favor which lapses in accordance with the option's vesting schedule. This option vests with respect to one quarter (1/4) of the shares of stock which are subject to this option on January 1, 2018. The remaining shares vest in thirty-six (36) equal monthly installments beginning on February 1, 2018, subject to the Reporting Person providing continuous service to the Issuer on each such date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Alison Haggerty, Attorney-in-Fact	11/02/2017
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.