AIRGAIN INC — Director's Dealing 2016

Aug 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AIRGAIN INC (AIRG)
CIK: 0001272842
Period of Report: 2016-08-17

Reporting Person: Toscanini Arthur M. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-17	Common Stock	C	87140	$0.00	Acquired	90070	Direct
2016-08-17	Common Stock	C	196220	$0.00	Acquired	362578	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-17	Series A Preferred Stock	$	C	157250	Disposed		Common Stock (27826)	Indirect
2016-08-17	Series B Preferred Stock	$	C	454942	Disposed		Common Stock (82416)	Indirect
2016-08-17	Series C Preferred Stock	$	C	341000	Disposed		Common Stock (39697)	Indirect
2016-08-17	Series D Preferred Stock	$	C	255387	Disposed		Common Stock (25537)	Direct
2016-08-17	Series D Preferred Stock	$	C	123098	Disposed		Common Stock (12309)	Indirect
2016-08-17	Series E Preferred Stock	$	C	93608	Disposed		Common Stock (9360)	Direct
2016-08-17	Series F Preferred Stock	$	C	38461	Disposed		Common Stock (3846)	Direct
2016-08-17	Series G Preferred Stock	$	C	83223	Disposed		Common Stock (8322)	Direct
2016-08-17	Dividend Right	$	C	33972	Disposed		Common Stock (33972)	Indirect
2016-08-17	Dividend Right	$	C	40075	Disposed		Common Stock (40075)	Direct

Footnotes

F1: Represents shares held by Gen 3 Partners, Inc. ("Gen 3 Partners"). Mr. Toscanini 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. Toscanini disclaims such beneficial ownership extent to the extent of his pecuniary interest therein.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.