AIRGAIN INC

Major Shareholding Notification • Aug 4, 2020

SC 13G/A 1 airgain_13ga1.htm SC 13G/A Field: Rule-Page

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Airgain, Inc.

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(Name of Issuer)

Common Stock, $0.0001 par value per share

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(Title of Class of Securities)

00938A104

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(CUSIP Number)

July 27, 2020

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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CUSIP No. 00938A104 13G/A Page 2 of 7 Pages

| 1. — 2. | names
of reporting persons i.r.s.
identification no. of above persons (entities only) Cobia
Capital Management LP — check
the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec
use only | | |
| 4. | citizenship
or place of organization Delaware | | |
| number
of shares | 5. | sole
voting power | 0 |
| beneficially owned by | 6. | shared
voting power | 475,000 |
| each reporting | 7. | sole
dispositive power | 0 |
| person
with: | 8. | shared
dispositive power | 475,000 |
| 9. | aggregate
amount beneficially owned by each reporting person | | 475,000 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent
of class represented by amount in row (9) | | 4.9% |
| 12. | type
of reporting person (See Instructions) | | IA |

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CUSIP No. 00938A104 13G/A Page 3 of 7 Pages

| 1. — 2. | names
of reporting persons i.r.s.
identification no. of above persons (entities only) Cobia
GP LLC — check
the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec
use only | | |
| 4. | citizenship
or place of organization Delaware | | |
| number
of shares | 5. | sole
voting power | 0 |
| beneficially owned by | 6. | shared
voting power | 475,000 |
| each reporting | 7. | sole
dispositive power | 0 |
| person
with: | 8. | shared
dispositive power | 475,000 |
| 9. | aggregate
amount beneficially owned by each reporting person | | 475,000 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent
of class represented by amount in row (9) | | 4.9% |
| 12. | type
of reporting person (See Instructions) | | PN |

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CUSIP No. 00938A104 13G/A Page 4 of 7 Pages

Item 1.
(a) Name
of Issuer:	Airgain,
Inc.
(b) Address
of Issuer’s Principal Executive Offices:	3611
Valley Centre Drive, Suite 150 San Diego, CA 92138
Item
2.
(a) Name
of Person Filing:	This
Schedule 13G/A (the “Schedule”) is being filed with respect to shares of Common Stock, $0.0001 par value per share,
of Airgain, Inc. ( the “Issuer”) which are beneficially owned by Cobia Capital Management LP (the “Investment
Manager”) and Cobia GP LLC (the “General Partner”, and together with the Investment Manager, the “Reporting
Persons”). See Item 4 below.
(b) Address
of Principal Business Office or, if none, Residence:	747
Third Avenue, 27 th Floor New
York, NY 10017
(c) Citizenship:	The
Investment Manager is a Delaware limited partnership. The General Partner is a Delaware limited liability company.
(d) Title
of Class of Securities:	Common
Stock, $0.0001 par value per share
(e) CUSIP
Number:	00938A104

| Item 3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| --- | --- | --- |
| (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |

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CUSIP No. 00938A104 13G/A Page 5 of 7 Pages

| Item
4. |
| --- |
| Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. The
Information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated
by reference for each Reporting Person. The percentage ownership of the Reporting Person is based on 9,696,556 outstanding shares
of Common Stock of the Issuer, as disclosed on the Issuer’s 10-Q filed with the SEC on May 7, 2020. |

Item 5. Ownership of Five Percent or Less of a Class .

| If this
statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: x . | |
| --- | --- |
| Item
6. | Ownership
of More Than Five Percent on Behalf of Another Person. |
| Not
applicable. | |
| Item
7. | Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person. |
| Not
applicable. | |

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CUSIP No. 00938A104 13G/A Page 6 of 7 Pages

| Item
8. | Identification
and Classification of Members of the Group. |
| --- | --- |
| See
Exhibit 2. | |
| Item
9. | Notice
of Dissolution of Group. |
| Not
applicable. | |

ITEM 10. Certification.

| | The following
certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Cobia Capital Management
LP: |
| --- | --- |
| (a) | By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect. x |
| | The following
certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Cobia GP LLC: |
| (b) | By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect. x |

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CUSIP No. 00938A104 13G/A Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 3, 2020
Cobia Capital Management LP
By: Cobia GP LLC, its General Partner
/s/ Jeffrey Meyers
Signature
Jeffrey Meyers/Members of its General Partner
Name/Title
Cobia GP LLC
/s/ Jeffrey Meyers
Signature
Jeffrey Meyers/Member
Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)