Sec Form 4 Filing - Pelowski Ken @ AQUANTIA CORP - 2018-07-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pelowski Ken 2. Issuer Name and Ticker or Trading Symbol AQUANTIA CORP [ AQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1600 EL CAMINO REAL, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2018 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/30/2018 M( 1 ) 64,655 A $ 9.28 354,260 ( 2 ) I See Footnote ( 3 ) Common Stock 07/30/2018 F( 1 ) 44,944 D $ 13.35 309,316 ( 4 ) I See Footnote ( 3 ) Common Stock 8,528 ( 5 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrant (Right to Buy) $ 9.28 07/30/2018 M( 1 ) 64,655 04/05/2013 04/05/2023 Common Stock 64,655 $ 0 0 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pelowski Ken 1600 EL CAMINO REAL, SUITE 250 MENLO PARK, CA94025 X Signatures /s/ Ken Pelowski 08/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 30, 2018, Pinnacle Ventures II Equity Holdings, L.L.C. ("PVIIEH") exercised a warrant to purchase a total of 64,655 shares of the Issuer's common stock for $9.28 per share. PVIIEH paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 44,944 of the warrant shares to pay the exercise price and issuing to PVIIEH the remaining 19,711 shares. The general partner of PVIIEH is Pinnacle Ventures Management II, L.L.C. ("PVMII"). Mr. Pelowski is a controlling managing member of PVMII. Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein. ( 2 )Represents 64,655 shares held by PVIIEH, 60,703 shares held by Pinnacle Ventures Management I, L.L.C. ("PVMI"), 142,624 shares held by Pinnacle Ventures Management II, L.L.C. ("PVMII"), 14,225 shares held by Pinnacle Ventures Equity Management I, L.L.C. ("PVEMI") and 72,053 shares held by the Pelowski/Mirek Living Trust (the "Trust"). Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein. ( 3 )Mr. Pelowski is a controlling managing member of PVMI, PVMII and PVEMI (together with PVIIEH, the "Pinnacle Entities") and, as such, is deemed to have sole voting and dispositive power with respect to the shares held by the Pinnacle Entities. 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. ( 4 )Represents 19,711 shares held by PVIIEH, 60,703 shares held by PVMI, 142,624 shares held by PVMII, 14,225 shares held by PVEMI and 72,053 shares held by the Trust. Mr. Pelowski disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein. ( 5 )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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