AIRGAIN INC — Director's Dealing 2019

Jan 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AIRGAIN INC (AIRG)
CIK: 0001272842
Period of Report: 2019-01-16

Reporting Person: SIMS JAMES K (Director, Interim CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-16	Common Stock	A	20326	$0.00	Acquired	244920	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-16	Stock Option (Right to Buy)	$11.46	A	50000	Acquired	2029-01-15	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1053392	Indirect

Footnotes

F1: Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in substantially equal installments on each of March 1, 2020, March 1, 2021, March 1, 2022 and March 1, 2023, subject to the Reporting Person's continued employment or service with the Issuer through each such vesting date.

F2: Includes 20,326 restricted stock units.

F3: Includes 1,043,464 shares of common stock held by GEN3 Capital I, LP ("GEN3 Capital") and 9,928 shares of common stock held by Gen 3 Partners, Inc. ("Gen 3 Partners").

F4: The general partner of GEN3 Capital is GEN3 Capital Partners, LLC ("GEN3 LLC"), and James 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 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. Each of the individuals and entities listed herein disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein.

F5: The option is exercisable as it vests. 25% of the shares subject to the option vest on January 1, 2020, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service with the Issuer through each such vesting date.