0001140361-16-077504.txt : 20160822 0001140361-16-077504.hdr.sgml : 20160822 20160822201129 ACCESSION NUMBER: 0001140361-16-077504 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160817 FILED AS OF DATE: 20160822 DATE AS OF CHANGE: 20160822 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37851 FILM NUMBER: 161846270 MAIL ADDRESS: STREET 1: 20 WINTHROP SQUARE, 2ND FLOOR CITY: BOSTON STATE: MA ZIP: 02110 4 1 doc1.xml FORM 4 X0306 4 2016-08-17 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 2016-08-17 4 C 0 15326 0 A 35152 D Common Stock 2016-08-17 4 C 0 1212556 0 A 1270779 I See footnote Common Stock 2016-08-17 4 C 0 196220 0 A 362578 I See footnote Series A Preferred Stock 2016-08-17 4 C 0 1647 0 D Common Stock 296 0 D Series A Preferred Stock 2016-08-17 4 C 0 157250 0 D Common Stock 27826 0 I See footnote Series B Preferred Stock 2016-08-17 4 C 0 454942 0 D Common Stock 82416 0 I See footnote Series C Preferred Stock 2016-08-17 4 C 0 341000 0 D Common Stock 39697 0 I See footnote Series D Preferred Stock 2016-08-17 4 C 0 123098 0 D Common Stock 12309 0 I See footnote Series D Preferred Stock 2016-08-17 4 C 0 46761 0 D Common Stock 4675 0 D Series E Preferred Stock 2016-08-17 4 C 0 2730059 0 D Common Stock 273005 0 I See footnote Series E Preferred Stock 2016-08-17 4 C 0 24302 0 D Common Stock 2430 0 D Series F Preferred Stock 2016-08-17 4 C 0 769230 0 D Common Stock 76923 0 I See footnote Series G Preferred Stock 2016-08-17 4 C 0 4159168 0 D Common Stock 415913 0 I See footnote Dividend Right 2016-08-17 4 C 0 7925 0 D Common Stock 7925 0 D Dividend Right 2016-08-17 4 C 0 446715 0 D Common Stock 446715 0 I See footnote Dividend Right 2016-08-17 4 C 0 33972 0 D Common Stock 33972 0 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. Exhibit List: Exhibit 99.1 - Explanation of Responses /s/ Francis X. Egan 2016-08-22 EX-99.1 2 e17935770.htm EXPLANATION OF RESPONSES
 

Explanation of Responses:

 
(1)
Represents shares 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 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)
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.
(4)
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.
(5)
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.
(6)
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.
(7)
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.