Amended Statement of Changes in Beneficial Ownership (4/a)
September 14 2018 - 4:44PM
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
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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
*
Pelowski Ken
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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
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1600 EL CAMINO REAL, SUITE 250
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/17/2018
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
8/22/2018
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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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8/17/2018
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S
(1)
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6608
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D
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$12.1785
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177749
(2)
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I
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See Footnotes
(1)
(3)
(4)
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Common Stock
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8/20/2018
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S
(1)
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13103
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D
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$12.1978
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164646
(5)
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I
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See Footnotes
(1)
(3)
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Common Stock
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8528
(6)
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D
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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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Explanation of Responses:
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(1)
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Shares were sold by Pinnacle Ventures II Equity Holdings, L.L.C. ("PVIIEH"). The general partner of PVIIEH is Pinnacle Ventures Management II, L.L.C. ("PVMII"). Mr. Pelowski is a controlling managing member of PVMII and, as such, is deemed to have sole voting and dispositive power with respect to the shares held by PVIIEH. Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.
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(2)
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Represents 13,103 shares held by PVIIEH, 154,425 shares held by the Pelowski/Mirek Living Trust (the "Trust") and 10,221 shares held by Pinnacle Ventures, L.L.C. ("PV"). Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.
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(3)
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Mr. Pelowski is a co-trustee of the Trust and may be deemed to share voting and dispositive power over the shares held by the Trust. Mr. Pelowski is a controlling managing member of PV and, as such, is deemed to have sole voting and dispositive power with respect to the shares held by PV.
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(4)
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On August 1, 2018, Pinnacle Ventures Management I, L.L.C. ("PVMI"), PVMII and Pinnacle Ventures Equity Management I, L.L.C. ("PVEMI") distributed 60,703 shares, 142,624 shares, and 14,225 shares, respectively, to their respective members for no consideration. In this distribution, the Trust received 15,399 shares, 58,498 shares and 8,475 shares from PVMI, PVMII and PVEMI, respectively, for a total of 82,372 shares. Also, in this distribution, PV received 8,798 shares from PVMII and 1,423 shares from PVEMI, for a total of 10,221 shares. All of the aforementioned distributions-in-kind were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. PVMI, PVMII and PVEMI did not hold any shares after these distributions were made.
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(5)
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Represents 154,425 shares held by the Trust and 10,221 shares held by PV. Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.
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(6)
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Represents 3,347 shares of common stock and 5,181 restricted stock units that will vest on June 29, 2019, the first anniversary from grant date, subject to Mr. Pelowski's continued service on the board of directors on the vest date.
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Remarks:
This Amendment is being filed to correct the reported ownership of the reporting person, which previously inadvertently omitted the 1,423 shares distributed by PVEMI to PV on August 1, 2018, as described in Footnote (4).
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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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Pelowski Ken
1600 EL CAMINO REAL, SUITE 250
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Ken Pelowski
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9/14/2018
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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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