Sec Form 4 Filing - Pelowski Ken @ AQUANTIA CORP - 2018-06-29

Insider filing report for Changes in Beneficial Ownership
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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 X __ 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)
06/29/2018
(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 ( 1 ) 06/29/2018 A 5,181 ( 2 ) A $ 0 8,528 D
Common Stock ( 3 ) 286,490 I See Footnote ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pelowski Ken
1600 EL CAMINO REAL, SUITE 250
MENLO PARK, CA94025
X X
Signatures
/s/ Mark Voll by Power of Attorney 07/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The security represents restricted stock units granted pursuant to the issuer's non-employee director compensation policy.
( 2 )The share underlying these restricted stock units vests on the first anniversary from grant date, subject to the reporting person's continued service on the board of directors on each vest date.
( 3 )Shares held by Pinnacle Ventures Management I, LLC, Pinnacle Ventures Management II, LLC, Pinnacle Ventures Equity Management I, LLC, Pinnacle Venture I(Q) Equity Holdings, LLC, and Pinnacle Ventures II Equity Holdings LLC(collectively, the "Pinnacle Entities"), which are managed by generalpartner limited liability companies. Ken Pelowski is either the sole or controlling managing member of each such Pinnacle Entities and, as such, is deemed to have sole voting and dispositive power with respect to the shares held by the Pinnacle Entities. Also included shares held by the Pelowski/Mirek Living Trust which Mr. Pelowski and Ms. Mirek are co-trustees of the Pelowski/Mirek Living Trust and may be deemed to share voting and dispositive power over the shares held by the trust. Each of the trust and Mr. Pelowski disclaimsbeneficial ownership of such shares except to the extent of any pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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