FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AQUANTIA CORP [ AQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/28/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/28/2018 | C(1) | 42,016 | A | $6.66 | 2,649,435 | I | See Footnotes(2)(3) | ||
Common Stock | 03/28/2018 | S(1) | 16,865 | D | $16.6 | 2,632,570 | I | See Footnotes(2)(3) | ||
Common Stock | 3,347 | D(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrant (Right to Buy) | $6.66 | 03/28/2018 | C(1) | 42,016(5) | 11/16/2009 | 11/16/2019 | Common Stock | 42,016(5) | $0.00 | 42,016(5) | I | See Footnotes(2)(3) |
Explanation of Responses: |
1. On March 28, 2018, Pinnacle Ventures I (Q) Equity Holdings, L.L.C., Pinnacle Ventures I Affiliates, L.P. and Pinnacle Ventures II Equity Holdings, L.L.C. (collectively, the "Exercising Entities") exercised warrants to purchase a total of 42,016 shares of the Issuer's common stock for $6.66 a share. The Exercising Entities paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 16,865 of the warrant shares to pay the exercise price and issuing to the Exercising Entities the remaining 25,151 shares. |
2. Represents securities held by Pinnacle Ventures I Affiliates, L.P., Pinnacle Ventures I-A (Q), L.P., Pinnacle Ventures I-B, L.P., Pinnacle Ventures Management I, L.L.C., Pinnacle Ventures II-A, L.P., Pinnacle Ventures II-B, L.P., Pinnacle Ventures II-C, L.P., Pinnacle Ventures II-R, L.P., Pinnacle Ventures Management II, L.L.C., Pinnacle Ventures Equity Fund I, L.P., Pinnacle Ventures Equity Fund I-O, L.P., Pinnacle Ventures Equity Fund I Affiliates, L.P., Pinnacle Ventures II Equity Holdings, L.L.C. and Pinnacle Ventures I (Q) Equity Holdings, L.L.C. (collectively, the "Pinnacle Entities"), which are managed by general partner limited liability companies. Ken Pelowski is either the sole or controlling managing member of each such limited liability company and, as such, is deemed to have sole voting and dispositive power with respect to the shares held by the Pinnacle Entities. |
3. (Continued from Footnote 2) Mr. Pelowski disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
4. These securities represent restricted stock units previously granted to the reporting person pursuant to the Issuer's non-employee director compensation policy. |
5. Represents 13,588 shares directly owned by Pinnacle Ventures I (Q) Equity Holdings, L.L.C., 277 shares directly owned by Pinnacle Ventures I Affiliates, L.P. and 28,151 shares directly owned by Pinnacle Ventures II Equity Holdings, L.L.C. |
Remarks: |
/s/ Ken Pelowski | 03/30/2018 | |
** 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 4 (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. |