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: SIMS JAMES K (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-17	Common Stock	C	123019	$0.00	Acquired	131019	Direct
2016-08-17	Common Stock	C	1185680	$0.00	Acquired	1403282	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-17	Series A Preferred Stock	$	C	10044	Disposed		Common Stock (1777)	Direct
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	423750	Disposed		Common Stock (42372)	Direct
2016-08-17	Series D Preferred Stock	$	C	123098	Disposed		Common Stock (12309)	Indirect
2016-08-17	Series E Preferred Stock	$	C	117911	Disposed		Common Stock (11790)	Direct
2016-08-17	Series E Preferred Stock	$	C	1575158	Disposed		Common Stock (157515)	Indirect
2016-08-17	Series F Preferred Stock	$	C	76923	Disposed		Common Stock (7692)	Direct
2016-08-17	Series F Preferred Stock	$	C	968999	Disposed		Common Stock (96899)	Indirect
2016-08-17	Series G Preferred Stock	$	C	3839979	Disposed		Common Stock (383995)	Indirect
2016-08-17	Dividend Right	$	C	59388	Disposed		Common Stock (59388)	Direct
2016-08-17	Dividend Right	$	C	33972	Disposed		Common Stock (33972)	Indirect
2016-08-17	Dividend Right	$	C	351051	Disposed		Common Stock (351051)	Indirect

Footnotes

F1: Represents 1,040,704 shares of common stock held by GEN3 Capital I, LP ("GEN3 Capital") and 362,578 shares of common stock held by Gen 3 Partners, Inc. ("Gen 3 Partners").

F2: The general partner of GEN3 Capital is GEN3 Capital Partners, LLC ("GEN3 LLC"), and Jim K. Sims is the Managing Member of GEN3 LLC. As a result, each of GEN3 LLC and Mr. Sims may be deemed to share beneficial ownership of the shares of common stock held by GEN3 Capital. Mr. Sims 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. Simms disclaims such beneficial ownership extent to the extent of his pecuniary interest therein.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.