0001140361-16-075995.txt : 20160811 0001140361-16-075995.hdr.sgml : 20160811 20160811202304 ACCESSION NUMBER: 0001140361-16-075995 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 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: Egan Francis X CENTRAL INDEX KEY: 0001682030 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37851 FILM NUMBER: 161825980 MAIL ADDRESS: STREET 1: 20 WINTHROP SQUARE, 2ND FLOOR CITY: BOSTON STATE: MA ZIP: 02110 3 1 doc1.xml FORM 3 X0206 3 2016-08-11 0 0001272842 AIRGAIN INC AIRG 0001682030 Egan Francis X C/O AIRGAIN, INC. 3611 VALLEY CENTRE DRIVE, SUITE 150 SAN DIEGO CA 92130 1 0 1 0 Common Stock 19826 D Common Stock 58223 I See footnote Common Stock 166358 I See footnote Series A Preferred Stock Common Stock 296 D Series A Preferred Stock Common Stock 27826 I See footnote Series B Preferred Stock Common Stock 82416 I See footnote Series C Preferred Stock Common Stock 39697 I See footnote Series D Preferred Stock Common Stock 12309 I See footnote Series D Preferred Stock Common Stock 4675 D Series E Preferred Stock Common Stock 273005 I See footnote Series E Preferred Stock Common Stock 2430 D 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 D Stock Option (Right to Buy) 2.30 2023-06-12 Common Stock 4000 D Stock Option (Right to Buy) 3.10 2024-05-12 Common Stock 2000 D Stock Option (Right to Buy) 1.60 2025-06-11 Common Stock 18647 D Stock Option (Right to Buy) 1.90 2016-05-24 Common Stock 6713 D 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 2019-03-17 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 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 7925 D Dividend Right Common Stock 446715 I See footnote Dividend Right Common Stock 33972 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. See Exhibit 99.1; Note 8. See Exhibit 99.1; Note 9. Exhibit List: Exhibit 99.1 - Explanation of Responses /s/ Francis X. Egan 2016-08-11 EX-99.1 2 e17881736.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.  Mr. Egan may be deemed to share beneficial ownership of the shares held by NIP LP 1 in his capacity as Managing Director of NCI.  Mr. Egan disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
(2)
Represents shares of common stock held by Gen 3 Partners, Inc. (“Gen 3 Partners”). Mr. Egan may be deemed to share beneficial ownership of the shares held by Gen 3 Partners in his capacity as a director of Gen 3 Partners. Mr. Egan disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
(3)
Represents shares of preferred stock held by Gen 3 Partners.
(4)
Represents shares of preferred stock held by NIP LP 1.
(5)
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.
(6)
In his capacity as a director of the Issuer, the Reporting Person was granted stock options by the Issuer.  Pursuant to an agreement between the Reporting Person and NCMI, the Reporting Person 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 Person disclaims 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 Person may have therein resulting from the Reporting Person’s ownership interest in NCI.
(7)
The option is fully vested.
(8)
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 Person may be deemed to share beneficial ownership of such options in his capacity as Managing Director of NCI.  The Reporting Person disclaims 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 Person may have therein resulting from the Reporting Person’s ownership interest in NCI.
(9)
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.