Statement of Ownership (sc 13g)
February 10 2017 - 4:17PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to
§ 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Airgain Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
00938A104
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 00938A104
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Schedule 13G
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Page 1 of 10
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1
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Names of
Reporting Persons
GEN3 Capital I, LP
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizen or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,043,464
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,043,464
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,043,464
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
11.3%
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12
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Type of Reporting Person
PN
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CUSIP No. 00938A104
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Schedule 13G
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Page 2 of 10
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1
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Names of
Reporting Persons
Gen 3 Partners, Inc.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizen or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
362,577
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
362,577
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
362,577
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
3.9%
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12
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Type of Reporting Person
CO
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CUSIP No. 00938A104
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Schedule 13G
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Page 3 of 10
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1
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Names of
Reporting Persons
GEN3 Capital Partners, LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizen or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,043,464
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,043,464
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,043,464
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
11.3%
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12
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Type of Reporting Person
OO (Delaware limited liability company)
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CUSIP No. 00938A104
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Schedule 13G
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Page 4 of 10
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1
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Names of
Reporting Persons
Jim K. Sims
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizen or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
204,037
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6
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Shared Voting Power
1,406,041
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7
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Sole Dispositive Power
204,037
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8
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Shared Dispositive Power
1,406,041
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,078
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
17.2%
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12
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Type of Reporting Person
IN
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CUSIP No. 00938A104
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Schedule 13G
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Page 5 of 10
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1
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Names of
Reporting Persons
Arthur M. Toscanini
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizen or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
144,387
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6
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Shared Voting Power
362,577
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7
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Sole Dispositive Power
144,387
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8
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Shared Dispositive Power
362,577
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
506,964
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
5.4%
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12
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Type of Reporting Person
IN
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CUSIP No. 00938A104
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Schedule 13G
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Page 6 of 10
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ITEM 1.
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(a)
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Name of Issuer:
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Airgain, Inc. (the Issuer)
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(b)
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Address of Issuers Principal Executive Offices:
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3611 Valley Centre Drive
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Suite 150
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San Diego, CA 92130
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ITEM 2.
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(a)
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Name of Person Filing:
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Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the
Reporting Persons. This statement is filed on behalf of:
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GEN3 Capital I, LP (GEN3 Capital)
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Gen 3 Partners, Inc. (Gen 3 Partners)
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GEN3 Capital Partners, LLC (GEN3 LLC)
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Jim K. Sims
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Arthur M. Toscanini
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(b)
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Address or Principal Business Office:
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The address of each of the Reporting Persons is c/o Airgain, Inc. 3611 Valley Centre Drive, Suite 150, San Diego, CA
92130
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(c)
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Citizenship of each Reporting Person is:
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Each of GEN3 Capital, Gen 3 Partners and GEN3 LLC is organized under the laws of Delaware. Messrs. Sims and Toscanini
are citizens of the United States.
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(d)
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Title of Class of Securities:
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Common Stock, $0.0001 par value per share (Common Stock).
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(e)
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CUSIP Number:
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00938A104
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ITEM 3.
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Not applicable.
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CUSIP No. 00938A104
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Schedule 13G
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Page 7 of 10
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(a)-(c)
The ownership information presented below represents beneficial ownership of shares of Common Stock of the Issuer as of
December 31, 2016, based upon 9,270,816 shares of Common Stock outstanding as of December 14, 2016.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole
power
to vote or
to direct
the vote:
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Shared
power to
vote or to
direct the
vote:
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Sole
power to
dispose or
to direct
the
disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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GEN3 Capital I, LP
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1,043,464
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11.3
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%
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0
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1,043,464
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0
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1,043,464
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Gen 3 Partners, Inc.
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362,577
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3.9
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%
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0
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362,577
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0
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362,577
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GEN 3 Capital Partners, LLC
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1,043,464
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11.3
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%
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0
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1,043,464
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0
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1,043,464
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Jim K. Sims
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1,610,078
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17.2
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%
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204,037
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1,406,041
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204,037
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1,406,041
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Arthur M. Toscanini
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506,964
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5.4
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%
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144,387
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362,577
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144,387
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362,577
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GEN3 Capital and Gen 3 Partners are the record holders of 1,043,464 and 362,577 shares of
Common Stock, respectively.
GEN3 LLC is the general partner of GEN3 Capital, and Mr. 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 of record by GEN3 Capital. Gen 3 Partners is managed by a board of directors composed of Mr. Sims, Mr. Toscanini,
Francis X. Egan and Michael Treacy, each of whom may be deemed to share beneficial ownership of the shares held of record by Gen 3 Partners. Each director disclaims beneficial ownership of such shares.
Mr. Sims is the sole beneficial owner of 204,037 shares of Common Stock, which includes 72,880 shares of Common Stock that
Mr. Sims has the right to acquire within 60 days of December 31, 2016 pursuant to the exercise of stock options.
Mr. Toscanini is the sole beneficial owner of 144,387 shares of Common Stock, which includes 54,179 shares of Common Stock
that Mr. Toscanini has the right to acquire within 60 days of December 31, 2016 pursuant to the exercise of stock options.
ITEM 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
ITEM 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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CUSIP No. 00938A104
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Schedule 13G
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Page 8 of 10
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ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
ITEM 8.
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Identification and Classification of Members of the Group.
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Not applicable.
ITEM 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
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CUSIP No. 00938A104
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Schedule 13G
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Page 9 of 10
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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.
Date
: February 10, 2017
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GEN3 CAPITAL I, LP
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By: GEN3 Capital Partners, LLC
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By:
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/s/ Haydar Diab
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Name:
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Haydar Diab
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Title:
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Vice President
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GEN 3 PARTNERS, INC.
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By:
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/s/ Haydar Diab
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Name:
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Haydar Diab
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Title:
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Vice President
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GEN3 CAPITAL PARTNERS, LLC
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By:
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/s/ Haydar Diab
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Name:
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Haydar Diab
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Title:
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Vice President
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/s/ Jim K. Sims
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/s/ Arthur M. Toscanini
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CUSIP No. 00938A104
|
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Schedule 13G
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Page 10 of 10
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LIST OF EXHIBITS
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Exhibit No.
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Description
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99
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Joint Filing Agreement.
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