Statement of Changes in Beneficial Ownership (4)
November 09 2017 - 6:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TAN LIP BU
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2. Issuer Name
and
Ticker or Trading Symbol
AQUANTIA CORP
[
AQ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
333 BUSH STREET, SUITE 2800
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/7/2017
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(Street)
SAN FRANCISCO, CA 94104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/7/2017
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C
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2240632
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A
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(1)
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2720632
(2)
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I
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See Footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
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(1)
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11/7/2017
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C
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1784317
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(1)
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(1)
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Common Stock
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178430
(4)
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$0.00
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0
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I
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See Footnote
(3)
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Series B Preferred Stock
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(1)
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11/7/2017
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C
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773594
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(1)
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(1)
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Common Stock
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77357
(5)
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$0.00
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0
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I
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See Footnote
(3)
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Series D Preferred Stock
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(1)
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11/7/2017
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C
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6742484
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(1)
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(1)
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Common Stock
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674247
(6)
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$0.00
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0
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I
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See Footnote
(3)
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Series E Preferred Stock
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(1)
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11/7/2017
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C
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8665227
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(1)
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(1)
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Common Stock
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866521
(7)
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$0.00
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0
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I
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See Footnote
(3)
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Series F Preferred Stock
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(1)
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11/7/2017
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C
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549005
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(1)
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(1)
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Common Stock
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54899
(8)
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$0.00
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0
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I
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See Footnote
(3)
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Series G Preferred Stock
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(1)
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11/7/2017
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C
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398787
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(1)
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(1)
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Common Stock
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39877
(9)
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$0.00
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0
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I
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See Footnote
(3)
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Series H Preferred Stock
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(1)
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11/7/2017
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C
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3493011
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(1)
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(1)
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Common Stock
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349301
(10)
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$0.00
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0
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I
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See Footnote
(3)
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Explanation of Responses:
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(1)
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The Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock have no expiration date and automatically converted into Common Stock on a 1:10 basis immediately prior to the closing of the Issuer's initial public offering.
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(2)
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The reportable securities include 1,868,084 shares directly owned by WRV II, L.P ("WRV II"), 639,573 shares directly owned by Walden Riverwood Ventures, L.P. ("WRV") and 212,975 shares directly owned by A&E Investment, LLC ("A&E").
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(3)
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The Reporting Person is a member of the investment committee of the general partner of each of WRV II and WRV, and is a co-trustee of the sole member of A&E. The Reporting Person may be deemed to share voting and dispositive power with respect to the securities held by WRV II, WRV and A&E and disclaims beneficial ownership of such securities except for the Reporting Person's pecuniary interest therein.
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(4)
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The reportable securities include 112,221 shares directly owned by WRV II, 56,110 shares directly owned by WRV and 10,099 shares directly owned by A&E.
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(5)
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The reportable securities include 48,653 shares directly owned by WRV II, 24,326 shares directly owned by WRV and 4,378 shares directly owned by A&E.
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(6)
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The reportable securities include 507,579 shares directly owned by WRV II, 141,244 shares directly owned by WRV and 25,424 shares directly owned by A&E.
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(7)
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The reportable securities include 663,425 shares directly owned by WRV II, 40,489 shares directly owned by WRV and 162,607 shares directly owned by A&E.
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(8)
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The reportable securities include 34,528 shares directly owned by WRV II, 17,264 shares directly owned by WRV and 3,107 shares directly owned by A&E.
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(9)
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The reportable securities include 21,678 shares directly owned by WRV II, 10,839 shares directly owned by WRV and 7,360 shares directly owned by A&E.
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(10)
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The reportable securities are directly owned by WRV.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TAN LIP BU
333 BUSH STREET, SUITE 2800
SAN FRANCISCO, CA 94104
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X
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X
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Signatures
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/s/ Alison Haggerty, Attorney-in-Fact
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11/8/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who 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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