AIRGAIN INC — Director's Dealing 2021

Feb 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AIRGAIN INC (AIRG)
CIK: 0001272842
Period of Report: 2021-02-01

Reporting Person: SIMS JAMES K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Common Stock	A	2172	$0.00	Acquired	301399	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-01	Stock Option (Right to Buy)	$23.91	A	4559	Acquired	2031-01-31	Common Stock (4559)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7534	Indirect

Footnotes

F1: Represents restricted stock units (RSU); each unit constituting a contingent right to receive one share of the Issuer's common stock. The RSUs shall vest on February 1, 2022, subject to the Reporting Person's continued service with the Issuer through such vesting date. Vested shares will be delivered pursuant to the terms and conditions set forth in the applicable grant notice for such RSUs.

F2: Includes (A) the 2,172 RSUs reported above and (B) an additional 15,244 RSUs previously issued to the Reporting Person by the Issuer, which vest in substantially equal installments on each of the March 1, 2021, March 1, 2022 and March 1, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

F3: Represents 7,529 shares of common stock held by GEN3 Capital I, LP ("GEN3 Capital") and 5 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 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. Sims disclaims such beneficial ownership to the extent of his pecuniary interest therein.

F5: The option is exercisable as it vests. 100% of the shares subject to the option vest on February 1, 2022, subject to the Reporting Person's continued service with the Issuer through such vesting date.