0001140361-16-075994.txt : 20160811 0001140361-16-075994.hdr.sgml : 20160811 20160811202046 ACCESSION NUMBER: 0001140361-16-075994 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160811 FILED AS OF DATE: 20160811 DATE AS OF CHANGE: 20160811 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: NORTHWATER INTELLECTUAL PROPERTY FUND LP 1 CENTRAL INDEX KEY: 0001352439 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37851 FILM NUMBER: 161825977 BUSINESS ADDRESS: STREET 1: C/O NORTHWATER CAPITAL MGMT INC STREET 2: SUITE 4700 BCE PLACE 181BAY ST CITY: TORONTO STATE: A6 ZIP: 00000 BUSINESS PHONE: 4163606320 MAIL ADDRESS: STREET 1: C/O NORTHWATER CAPITAL MGMT INC STREET 2: SUITE 4700 BCE PLACE 181BAY ST CITY: TORONTO STATE: A6 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northwater Capital Management Inc. CENTRAL INDEX KEY: 0001579503 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37851 FILM NUMBER: 161825978 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 4700 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 360 2090 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 4700 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northwater Capital Inc. CENTRAL INDEX KEY: 0001579504 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37851 FILM NUMBER: 161825979 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 4700 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 360 2090 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 4700 CITY: TORONTO STATE: A6 ZIP: M5J2T3 3 1 doc1.xml FORM 3 X0206 3 2016-08-11 0 0001272842 AIRGAIN INC AIRG 0001579504 Northwater Capital Inc. 161 BAY STREET, SUITE 4000 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 1 Director by deputization*** 0001579503 Northwater Capital Management Inc. 161 BAY STREET, SUITE 4000 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 1 Director by deputization*** 0001352439 NORTHWATER INTELLECTUAL PROPERTY FUND LP 1 161 BAY STREET, SUITE 4000 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 1 Director by deputization*** Common Stock 58223 I See footnote Series E Preferred Stock Common Stock 273005 I See footnote Series F Preferred Stock Common Stock 76923 I See footnote Series G Preferred Stock Common Stock 415913 I See footnote Stock Option (Right to Buy) 2.60 2021-01-18 Common Stock 4000 I See footnote Stock Option (Right to Buy) 2.30 2023-06-12 Common Stock 4000 I See footnote Stock Option (Right to Buy) 3.10 2024-05-12 Common Stock 2000 I See footnote Stock Option (Right to Buy) 1.60 2025-06-11 Common Stock 18647 I See footnote Stock Option (Right to Buy) 1.90 2016-05-24 Common Stock 6713 I See footnote Stock Option (Right to Buy) 2.20 2017-01-24 Common Stock 2000 I See footnote Stock Option (Right to Buy) 2.2 2017-05-07 Common Stock 2000 I See footnote Stock Option (Right to Buy) 2.20 2017-12-10 Common Stock 2000 I See footnote Stock Option (Right to Buy) 2.60 2019-12-03 Common Stock 2000 I See footnote Stock Option (Right to Buy) 2.60 2019-03-17 Common Stock 2000 I See footnote Stock Option (Right to Buy) 2.60 2021-01-18 Common Stock 2000 I See footnote Stock Option (Right to Buy) 2.30 2023-06-12 Common Stock 4000 I See footnote Stock Option (Right to Buy) 3.10 2024-05-12 Common Stock 2000 I See footnote Stock Option (Right to Buy) 1.60 2025-06-11 Common Stock 29555 I See footnote Stock Option (Right to Buy) 1.90 2016-05-24 Common Stock 6713 I See footnote Dividend Right Common Stock 446715 I See footnote See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1; Note 4. See Exhibit 99.1; Note 5. See Exhibit 99.1; Note 6. See Exhibit 99.1; Note 7. *** 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: Jonathan Piurko, Managing Director 2016-08-11 NORTHWATER CAPITAL INC.; By: Frances Kordyback, Managing Director 2016-08-11 EX-99.1 2 n17880885a.htm EXPLANATION OF RESPONSES

Explanation of Responses:
 

(1)
Represents shares of common stock held by Northwater Intellectual Property Fund L.P. 1, a Delaware limited partnership (“NIP LP 1”).  Northwater Capital Inc., a corporation formed under the laws of the Province of Ontario (“NCI”) is the direct parent of Northwater Capital Management Inc., a corporation formed under the laws of the Province Ontario (“NCMI”), which is the manager of NIP LP 1.  The Reporting Persons have an indirect pecuniary interest in the shares of common stock of Airgain, Inc. held directly by NIP LP 1.  Each of NCI and NCMI disclaims such beneficial ownership except to the extent of any indirect pecuniary interest therein.
(2)
Represents shares of preferred stock held by NIP LP 1.
(3)
The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.
(4)
The option is fully vested.
(5)
Represents options held directly by Francis X. Egan, Managing Director of NCI.  In his capacity as a director of the Issuer, Mr. Egan was granted stock options by the Issuer.  Pursuant to an agreement between Mr. Egan and NCMI, Mr. Egan received such stock options as nominee for NCMI and NCMI is entitled under the agreement to all economic benefits of such stock options.  The Reporting Persons disclaim beneficial ownership of such stock options, and of any shares of common stock received in respect thereof, except to the extent of any indirect pecuniary interest the Reporting Persons may have therein.
(6)
Represents options held directly by Frances Kordyback, Managing Director of NCMI.  In her capacity as a director of the Issuer, Ms. Kordyback was granted stock options by the Issuer.  Pursuant to an agreement between Ms. Kordyback and NCMI, Ms. Kordyback received such stock options as nominee for NCMI and NCMI is entitled under the agreement to all economic benefits of such stock options.  The Reporting Persons disclaim beneficial ownership of such stock options, and of any shares of common stock received in respect thereof, except to the extent of any indirect pecuniary interest the Reporting Persons may have therein.
(7)
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.
EX-99.2 3 n17880885b.htm JOINT FILER INFORMATION AND SIGNATURE
 Joint Filer Information and Signature
 
Joint Filers:
    
       
       
 
1. Name:
Northwater Capital Management Inc.
  
 
    Address:
161 Bay Street, Suite 4000, Toronto, Ontario, Canada M5J 2T3
  
       
   
NORTHWATER CAPITAL MANAGEMENT INC.
  
       
       
   
By:  /s/ Jonathan Piurko                                                                
August 11, 2016
   
Name: Jonathan Piurko
  
   
Title: Managing Director
  
       
   
By:  /s/ Frances Kordyback                                                          
August 11, 2016
   
Name: Frances Kordyback
  
   
Title: Managing Director
  
       
       
 
2. Name:
Northwater Intellectual Property Fund L.P. 1 
  
 
    Address: 
161 Bay Street, Suite 4000, Toronto, Ontario, Canada M5J 2T3 
  
       
   
NORTHWATER INTELLECTUAL PROPERTY FUND L.P. 1
  
    BY: NORTHWATER IP 1 GP INC., ITS GENERAL PARTNER  
       
       
    By:  /s/ Jonathan Piurko                                                                
August 11, 2016 
   
Name: Jonathan Piurko 
  
    Title: Managing Director  
       
   
By:  /s/ Frances Kordyback                                                            
August 11, 2016 
   
Name: Frances Kordyback 
  
   
Title: Managing Director