|
CUSIP
No. 03842Q108
|
Page
2 of 11 Pages
|
|
1.
|
Name
of Reporting Persons
WRV
II, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☒ (1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
1,868,084
(2)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
1,868,084
(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,868,084
(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.6%
(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
(1)
This Schedule 13G is filed by WRV II, LP (“WRV II”), Walden Riverwood Ventures, L.P. (“Walden”), WRV GP
II, LLC (“WRV GP II”), Walden Riverwood GP, LLC (“Walden GP”), Lip-Bu Tan (“Tan”), Michael
Marks (“Marks”) and Nicholas Brathwaite (“Brathwaite”) (collectively, the “Reporting Persons”).
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
Consists of 1,868,084 shares of the Issuer’s common stock held by WRV II. WRV GP II is the general partner of WRV II and
Tan, Marks and Brathwaite are members of the investment committee of WRV GP II. WRV II, WRV GP II, Tan, Marks and Brathwaite share
power to direct the voting and disposition of the shares. Each of WRV GP II, Tan, Marks and Brathwaite disclaims beneficial ownership
of the shares except to the extent of his or its respective pecuniary interest therein.
(3)
This percentage is calculated based upon 33,488,654 outstanding shares of the Issuer’s common stock, as reported in the
Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission
on December 6, 2017.
|
CUSIP
No. 03842Q108
|
Page
3 of 11 Pages
|
|
1.
|
Name
of Reporting Persons
Walden
Riverwood Ventures, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒ (1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
639,573
(2)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
639,573
(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
639,573
(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
1.9%
(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
(1)
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
Consists of 639,573 shares of the Issuer’s common stock held by Walden. Walden GP is the general partner of Walden and Tan
and Marks are members of the investment committee of Walden GP. Walden, Walden GP, Tan and Marks share power to direct the voting
and disposition of the shares. Each of Walden GP, Tan and Marks disclaims beneficial ownership of the shares except to the extent
of his or its respective pecuniary interest therein.
(3)
This percentage is calculated based upon 33,488,654 outstanding shares of the Issuer’s common stock, as reported in the
Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission
on December 6, 2017.
|
CUSIP
No. 03842Q108
|
Page
4 of 11 Pages
|
|
1.
|
Name
of Reporting Persons
WRV
GP II, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒ (1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
1,868,084
(2)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
1,868,084
(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,868,084
(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.6%
(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
(1)
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
Consists of 1,868,084 shares of the Issuer’s common stock held by WRV II. WRV GP II is the general partner of WRV II and
Tan, Marks and Brathwaite are members of the investment committee of WRV GP II. WRV II, WRV GP II, Tan, Marks and Brathwaite share
power to direct the voting and disposition of the shares. Each of WRV GP II, Tan, Marks and Brathwaite disclaims beneficial ownership
of the shares except to the extent of his or its respective pecuniary interest therein.
(3)
This percentage is calculated based upon 33,488,654 outstanding shares of the Issuer’s common stock, as reported in the
Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission
on December 6, 2017.
|
CUSIP
No. 03842Q108
|
Page
5 of 11 Pages
|
|
1.
|
Name
of Reporting Persons
Walden
Riverwood GP, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☒ (1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
639,573
(2)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
639,573
(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
639,573
(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
1.9%
(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
(1)
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
Consists of 639,573 shares of the Issuer’s common stock held by Walden. Walden GP is the general partner of Walden and Tan
and Marks are members of the investment committee of Walden GP. Walden, Walden GP, Tan and Marks share power to direct the voting
and disposition of the shares. Each of Walden GP, Tan and Marks disclaims beneficial ownership of the shares except to the extent
of his or its respective pecuniary interest therein.
(3)
This percentage is calculated based upon 33,488,654 outstanding shares of the Issuer’s common stock, as reported in the
Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission
on December 6, 2017.
|
CUSIP
No. 03842Q108
|
Page
6 of 11 Pages
|
|
1.
|
Name
of Reporting Persons
Lip-Bu
Tan
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☒ (1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
1,255(2)
|
|
6.
|
Shared
Voting Power
2,730,632
(3)
|
|
7.
|
Sole
Dispositive Power
1,255(2)
|
|
8.
|
Shared
Dispositive Power
2,730,632
(3)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,731,887
(2)(3)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.2%
(4)
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
(1)
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
Consists of 1,255 shares of the Issuer’s common stock held directly by Tan as a result of RSUs that are vested or vest within
60 days of December 31, 2017.
(3)
Consists of 1,868,084 shares of the Issuer’s common stock held by WRV II, 639,573 shares of the Issuer’s common stock
held by Walden, 212,975 shares of the Issuer’s common stock held by A&E Investment, LLC (“A&E”) and
10,000 shares of the Issuer’s common stock held by Lip-Bu Tan and Ysa Loo Trust dated 2/3/1992 (the “Trust”).
WRV GP II is the general partner of WRV II and Tan, Marks and Brathwaite are members of the investment committee of WRV GP II,
Walden GP is the general partner of Walden and Tan and Marks are members of the investment committee of Walden GP. The Trust is
the sole member of the A&E and Tan is a co-trustee of the Trust. WRV II, WRV GP II, Tan, Marks and Brathwaite share power
to direct the voting and disposition of the shares held by WRV II. Walden, Walden GP, Tan and Marks share power to direct the
voting and disposition of the shares held by Walden. The Trust and Tan share power to direct the voting and disposition of the
shares held by A&E. Each of WRV GP II, Tan, Marks and Brathwaite disclaims beneficial ownership of the shares held by WRV
II, except to the extent of his or its respective pecuniary interest therein, each of Walden GP, Tan and Marks disclaims beneficial
ownership of the shares held by Walden, except to the extent of his or its respective pecuniary interest therein. Each of Walden
GP, Tan and Marks disclaims beneficial ownership of the shares held by Walden, except to the extent of his or its respective pecuniary
interest therein. Each of the Trust and Tan disclaims beneficial ownership of the shares held by A&E, except to the extent
of his or its respective pecuniary interest therein and Tan disclaims beneficial ownership of the shares held by the Trust, except
to the extent of his or its respective pecuniary interest therein .
(4)
This percentage is calculated based upon 33,488,654 outstanding shares of the Issuer’s common stock, as reported in the
Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission
on December 6, 2017.
|
CUSIP
No. 03842Q108
|
Page
7 of 11 Pages
|
|
1.
|
Name
of Reporting Persons
Michael
Marks
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☒ (1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
2,668,385
(2)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
2,668,385
(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,668,385
(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.0%
(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
(1)
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
Consists of 160,728 shares held by Epping Investment Holdings LLC (“Epping”), 1,868,084 shares of the Issuer’s
common stock held by WRV II and 639,573 shares of the Issuer’s common stock held by Walden. WRV GP II is the general partner
of WRV II and Tan, Marks and Brathwaite are members of the investment committee of WRV GP II. Walden GP is the general partner
of Walden and Tan and Marks are members of the investment committee of Walden GP. Marks shares power to direct the voting and
disposition of the shares held by Epping, WRV II, WRV GP II, Tan, Marks and Brathwaite share power to direct the voting and disposition
of the shares held by WRV II. Walden, Walden GP, Tan and Marks share power to direct the voting and disposition of the shares
held by Walden. Marks disclaims beneficial ownership of the shares held by Epping, except to the extent of his or its respective
pecuniary interest therein. Each of WRV GP II, Tan, Marks and Brathwaite disclaims beneficial ownership of the shares held by
WRV II, except to the extent of his or its respective pecuniary interest therein. Each of Walden GP, Tan and Marks disclaims beneficial
ownership of the shares held by Walden, except to the extent of his or its respective pecuniary interest therein.
(3)
This percentage is calculated based upon 33,488,654 outstanding shares of the Issuer’s common stock, as reported in the
Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission
on December 6, 2017.
|
CUSIP
No. 03842Q108
|
Page
8 of 11 Pages
|
|
1.
|
Name
of Reporting Persons
Nicholas
Brathwaite
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☒ (1)
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
1,868,084
(2)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
1,868,084
(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,868,084
(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
5.6%
(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
(1)
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
Consists of 1,868,084 shares of the Issuer’s common stock held by WRV II. WRV GP II is the general partner of WRV II and
Tan, Marks and Brathwaite are members of the investment committee of WRV GP II. WRV II, WRV GP II, Tan, Marks and Brathwaite share
power to direct the voting and disposition of the shares. Each of WRV GP II, Tan, Marks and Brathwaite disclaims beneficial ownership
of the shares except to the extent of his or its respective pecuniary interest therein.
(3)
This percentage is calculated based upon 33,488,654 outstanding shares of the Issuer’s common stock, as reported in the
Issuer’s most recent Quarterly Report on Form 10-Q (File No. 001-38270) filed with the Securities and Exchange Commission
on December 6, 2017.
|
CUSIP
No. 03842Q108
|
Page
9 of 11 Pages
|
Aquantia
Corp.
|
|
Item
1(b)
|
Address
of Issuer’s Principal Executive Offices
|
105
E. Tasman Drive
San
Jose, CA 95134
|
|
Item
2(a)
|
Name
of Person Filing
|
WRV
II, LP
WRV
GP II, LLC
Walden
Riverwood Ventures, L.P.
Walden
Riverwood GP, LLC
Lip
Bu-Tan
Michael
Marks
Nicholas
Brathwaite
|
|
Item
2(b)
|
Address
of Principal Business Office or, if none, Residence
|
333
Bush Street
Suite
2800
San
Francisco, CA 94104
Entities:
WRV
II, LP – Cayman Islands
WRV
GP II, LLC – Cayman Islands
Walden
Riverwood Ventures, L.P. – Cayman Islands
Walden
Riverwood GP, LLC - Cayman Islands
Individual:
Lip
Bu-Tan – United States of America
Michael
Marks – United States of America
Nicholas
Brathwaite – United States of America
|
|
Item
2(d)
|
Title
of Class of Securities
|
Common
Stock, $0.00001 par value
03842Q108
Item
3
Not
applicable.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1
(a)
Amount beneficially owned: See Row 9 of cover page for each Reporting Person
(b)
Percent of class: See Row 11 of cover page for each Reporting Person
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
(ii)
Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.
(iii)
Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
(iv)
Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
|
CUSIP
No. 03842Q108
|
Page
10 of 11 Pages
|
|
|
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. ☐
|
|
Item
6
|
Ownership
of More than Five Percent 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.
Not
applicable.
|
CUSIP
No. 03842Q108
|
Page
11 of 11 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.
Dated:
February __, 2018.
|
|
WRV
II, LP
|
|
|
|
|
|
By:
WRV GP II, LLC
|
|
|
Its:
General Partners
|
|
|
|
|
|
By:
|
/s/
Lip-Bu Tan
|
|
|
|
Name:
|
Lip-Bu
Tan
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
WALDEN
RIVERWOOD VENTURES, L.P.
|
|
|
|
|
|
By:
Walden Riverwood GP, LLC
|
|
|
Its:
General Partners
|
|
|
|
|
|
By:
|
/s/
Lip-Bu Tan
|
|
|
|
Name:
|
Lip-Bu
Tan
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/
Lip-Bu Tan
|
|
|
|
Name:
|
Lip-Bu
Tan
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
WRV
GP II, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/
Lip-Bu Tan
|
|
|
|
Name:
|
Lip-Bu
Tan
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
/s/
Lip-Bu Tan
|
|
|
|
Lip-Bu
Tan
|
|
|
|
|
|
|
|
|
/s/
Michael Marks
|
|
|
|
Michael
Marks
|
|
|
|
|
|
|
|
|
/s/
Nicholas Brathwaite
|
|
|
|
Nicholas
Brathwaite
|
|
EXHIBITS
A-
Joint Filing Statement
Exhibit
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments
thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional
joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule
13G and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but
shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except
to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement
may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of February 14, 2018.
|
|
WRV
II, LP
|
|
|
|
|
|
By:
WRV GP II, LLC
|
|
|
Its:
General Partners
|
|
|
|
|
|
By:
|
/s/
Lip-Bu Tan
|
|
|
|
Name:
|
Lip-Bu
Tan
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
WALDEN
RIVERWOOD VENTURES, L.P.
|
|
|
|
|
|
By:
Walden Riverwood GP, LLC
|
|
|
Its:
General Partners
|
|
|
|
|
|
By:
|
/s/
Lip-Bu Tan
|
|
|
|
Name:
|
Lip-Bu
Tan
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/
Lip-Bu Tan
|
|
|
|
Name:
|
Lip-Bu
Tan
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Title:
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Director
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WRV
GP II, LLC
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By:
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/s/
Lip-Bu Tan
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Name:
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Lip-Bu
Tan
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Title:
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Director
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/s/
Lip-Bu Tan
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Lip-Bu
Tan
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/s/
Michael Marks
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Michael
Marks
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/s/
Nicholas Brathwaite
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Nicholas
Brathwaite
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