SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sbahi Morad

(Last)

(First)

(Middle)

C/O AIRGAIN, INC.

SUITE 150

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2020

3. Issuer Name and Ticker or Trading Symbol
AIRGAIN INC [ AIRG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Global Prod. & Marketing

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	5,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	04/24/2027	Common Stock	10,000	15.2	D
Stock Option (Right to Buy)	⁽³⁾	01/18/2028	Common Stock	3,542	10.94	D
Stock Option (Right to Buy)	⁽⁴⁾	01/15/2029	Common Stock	9,063	11.46	D
Stock Option (Right to Buy)	⁽⁵⁾	01/15/2030	Common Stock	30,000	10.3	D
Stock Option (Right to Buy)	⁽⁶⁾	01/31/2031	Common Stock	12,000	23.91	D

Explanation of Responses:

1. Represents restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in substantially equal installments on each of the March 1, 2022; March 1, 2023; March 1, 2024; and March 1, 2025, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The RSUs may accelerate under certain conditions pursuant to the reporting person's employment agreement.

2. The option is exercisable as it vests. 25% of the shares subject to the option vested on April 25, 2018, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The option may accelerate under certain conditions pursuant to the Reporting Person's employment agreement.

3. The option is exercisable as it vests. 25% of the shares subject to the option vested on January 19, 2019, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

4. The option is exercisable as it vests. 25% of the shares subject to the option vested on January 16, 2020, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service with the Issuer through each such vesting date.

5. The option is exercisable as it vests. 25% of the shares subject to the option vested on January 16, 2021, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service with the Issuer through each such vesting date.

6. The option is exercisable as it vests. 25% of the shares subject to the option vest on February 1, 2022, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The option may accelerate under certain conditions pursuant to the Reporting Person's employment agreement.

Remarks:

	/s/ Morad Sbahi	02/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.