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^*

Selbo Glenn

(Last)

(First)

(Middle)

C/O AIRGAIN, INC.

3611 VALLEY CENTRE DRIVE, SUITE 150

(Street)

SAN DIEGO

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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating 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	36,575⁽¹⁾	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)
Stock Option (Right to Buy)	⁽²⁾	09/19/2017	Common Stock	9,000	$2.2	D
Stock Option (Right to Buy)	⁽²⁾	12/10/2017	Common Stock	10,000	$2.2	D
Stock Option (Right to Buy)	⁽²⁾	11/18/2018	Common Stock	5,000	$2.6	D
Stock Option (Right to Buy)	⁽²⁾	03/16/2019	Common Stock	10,000	$2.6	D
Stock Option (Right to Buy)	⁽³⁾	01/21/2024	Common Stock	22,500	$2.2	D
Stock Option (Right to Buy)	⁽⁴⁾	05/12/2024	Common Stock	16,000	$3.1	D
Stock Option (Right to Buy)	⁽⁵⁾	03/17/2025	Common Stock	12,500	$2	D
Stock Option (Right to Buy)	⁽⁶⁾	05/23/2026	Common Stock	13,062	$1.9	D
Stock Option (Right to Buy)	⁽⁷⁾	05/23/2026	Common Stock	13,062	$1.9	D

Explanation of Responses:

1. The restricted shares are subject to forfeiture until six months and one day following the closing date of the Issuer's initial public offering, subject to the reporting person's continued service to the Issuer through such vesting date. The restricted shares may accelerate under certain conditions pursuant to the reporting person's employment agreement.

2. The option is fully vested.

3. The option is exercisable as it vests. 25% of the shares subject to the option vested on January 22, 2015, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the reporting person's continued service to the Issuer through each such vesting date.

4. The option is exercisable as it vests. 25% of the shares subject to the option vested on May 13, 2015, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the reporting person's continued service to the Issuer through each such vesting date.

5. The option is exercisable as it vests. 25% of the shares subject to the option vested on March 18, 2016, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the reporting person's continued service to the Issuer through each such vesting date. The option may accelerate under certain conditions pursuant to the reporting person's employment agreement.

6. The option is exercisable as it vests. 25% of the shares subject to the option vest on May 24, 2017, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the reporting person's continued service to the Issuer through each such vesting date. The option may accelerate under certain conditions pursuant to the reporting person's employment agreement.

7. The option is exercisable as it vests. 25% of the shares subject to the option vest on May 24, 2017, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the reporting person's continued service to the Issuer through each such vesting date. The number of shares eligible for vesting are conditioned upon the Issuer's achievement of certain financial milestones pursuant to the reporting person's option agreement with the Issuer. In addition, the option may accelerate under certain conditions pursuant to the reporting person's employment agreement and option agreement.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Glenn Selbo	08/11/2016
	** 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).
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.