Statement of Ownership (sc 13g)
February 14 2018 - 2:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Aquantia
Corp.
(Name of Issuer)
Common Stock, $0.00001 Par Value Per Share
(Title of Class of Securities)
03842Q108
(CUSIP Number)
December 31, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*
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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. 03842Q108
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13G
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Page
2
of 10 Pages
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1
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Names of Reporting Persons
Paxion Capital, LP
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2
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Check the appropriate box
if a member of a Group (see instructions)
(a) ☐ (b) ☒
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3
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Sec Use Only
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4
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Citizenship 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
1,741,650
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
1,741,650
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8
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Shared Dispositive Power
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,741,650
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10
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Check box if the aggregate
amount in row (9) excludes certain shares (See Instructions)
☐
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11
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Percent of class
represented by amount in row (9)
5.2%
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12
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Type of Reporting Person
(See Instructions)
PN
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CUSIP No. 03842Q108
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13G
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Page
3
of 10 Pages
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1
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Names of Reporting Persons
PC GP LLC
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2
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Check the appropriate box
if a member of a Group (see instructions)
(a) ☐ (b) ☒
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3
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Sec Use Only
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4
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Citizenship 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
1,741,650
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
1,741,650
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8
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Shared Dispositive Power
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,741,650
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10
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Check box if the aggregate
amount in row (9) excludes certain shares (See Instructions)
☐
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11
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Percent of class
represented by amount in row (9)
5.2%
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12
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Type of Reporting Person
(See Instructions)
OO
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CUSIP No. 03842Q108
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13G
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Page
4
of 10 Pages
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Aquantia Corp. (the Issuer)
(b)
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Address of Issuers Principal Executive Offices:
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105 E. Tasman Drive, San Jose, CA
95134
(a)
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Name of Person Filing:
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This statement is being filed by the following persons with
respect to the shares of common stock, $0.00001 Par Value Per Share (Common Stock) of the Issuer directly owned by Paxion Capital, LP (Paxion):
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i.
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Paxion, a Delaware Limited Partnership
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ii.
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PC GP LLC, the General Partner of Paxion
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The foregoing persons are hereinafter sometimes
collectively referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b)
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Address of Principal Business Office or, if None, Residence:
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2494 Sand Hill Road, Menlo
Park, CA 94025
Paxion Delaware
PC GP LLC Delaware
(d)
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Title and Class of Securities:
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Common Stock, $0.00001 par value per share (the
Common Stock)
03842Q108
Item 3.
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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:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act;
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CUSIP No. 03842Q108
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13G
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Page
5
of 10 Pages
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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;
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(j)
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☐
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A
non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K).
If filing as a
non-U.S.
institution in accordance with Rule
240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
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For Paxion and PC GP LLC:
(a)
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Amount Beneficially Owned:
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1,741,650 shares of Common Stock
5.2%
(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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7,741,650
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(ii)
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Shared power to vote or to direct the vote:
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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7,741,650
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(iv)
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Shared power to dispose or to direct the disposition of:
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0
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CUSIP No. 03842Q108
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13G
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Page
6
of 10 Pages
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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.
Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
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Not applicable.
Item 8.
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Identification and classification of members of the group.
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See Exhibit 2.
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. 03842Q108
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13G
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Page
7
of 10 Pages
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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.
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Dated: February 14, 2018
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Paxion Capital, LP
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By: PC GP LLC
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By:
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/s/ Fritz H. Wolff
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Name: Fritz H. Wolff
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Title: Authorized Signatory
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PC GP LLC
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By:
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/s/ Fritz H. Wolff
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Name: Fritz H. Wolff
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Title: Authorized Signatory
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CUSIP No. 03842Q108
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13G
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Page
8
of 10 Pages
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Exhibit 1
Joint Filing Agreement as required by Rule
13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended
Exhibit 2
Item 8 Information
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