Amended Statement of Ownership (sc 13g/a)

Names of Reporting Persons

GEN3 Capital I, LP

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

United States

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. 3)*

Airgain Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00938A104

(CUSIP Number)

December 31, 2019

(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)

*	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).


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ITEM 1.

(a) Name of Issuer:

Airgain, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

3611 Valley Centre Drive,

Suite 150

San Diego, CA 92130

ITEM 2.

(a) Name of Person Filing:

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:

GEN3 Capital I, LP (“GEN3 Capital”)

Gen 3 Partners, Inc. (“Gen 3 Partners”)

GEN3 Capital Partners, LLC (“GEN3 LLC”)

James K. Sims

Arthur M. Toscanini

(b)

Address or Principal Business Office:

The address for each of the Reporting Persons is c/o Airgain, Inc. 3611 Valley Centre Drive, Suite 150, San Diego, CA 92130.

(c)

Citizenship of each Reporting Person is:

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.

(d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share (“Common Stock”).

(e)

CUSIP Number:

00938A104

ITEM 3.

Not applicable.


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ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2018, based upon 9,696,984 shares of Common Stock outstanding as of November 4, 2019.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
GEN3 Capital I, LP		7,529		0.1	%		0		7,529		0		7,529
Gen 3 Partners, Inc.		5		*	%		0		5		0		5
GEN 3 Capital Partners, LLC		7,529		0.1	%		0		7,529		0		7,529
James K. Sims		543,763		5.5	%		536,229		7,534		536,229		7,534
Arthur M. Toscanini		137,569		1.4	%		137,564		5		137,564		5

*	Less than 0.1%

GEN3 Capital and Gen 3 Partners are the record holders of 7,529 and 5 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 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 536,229 shares of Common Stock, which includes 232,411 shares of Common Stock that Mr. Sims has the right to acquire within 60 days of December 31, 2019 pursuant to the exercise of stock options.

Mr. Toscanini is the sole beneficial owner of 137,564 shares of Common Stock, which includes 73,576 shares of Common Stock that Mr. Toscanini has the right to acquire within 60 days of December 31, 2019 pursuant to the exercise of stock options.

ITEM 5.

Ownership of Five Percent or Less of a Class.

This statement is being filed to report the fact that as of the date hereof each of GEN3 Capital, Gen 3 Partners and Mr. Toscanini has ceased to be the beneficial owner of more than 5 percent of the class of securities ☒.


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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.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

Not applicable.


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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, 2020


GEN3 CAPITAL I, LP
By: GEN3 Capital Partners, LLC

By:		/s/ Haydar Diab
Name: Haydar Diab
Title: Vice President

GEN 3 PARTNERS, INC.

By:		/s/ Haydar Diab
Name: Haydar Diab
Title: Vice President

GEN3 CAPITAL PARTNERS, LLC

By:		/s/ Haydar Diab
Name: Haydar Diab
Title: Vice President

/s/ James K. Sims

/s/ Arthur M. Toscanini


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LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 10, 2017).