Sec Form 4 Filing - SC XI MANAGEMENT LLC @ QUANTENNA COMMUNICATIONS INC - 2017-11-14

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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
SC XI MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
QUANTENNA COMMUNICATIONS INC [ QTNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
11/14/2017
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11/14/2017 J( 1 ) 563,332 D $ 0 1,689,996 I By Sequoia Capital XI, L.P. ( 2 )
Common Stock 11/14/2017 J( 1 ) 61,285 D $ 0 183,856 I By Sequoia Capital XI Principals Fund, LLC ( 2 )
Common Stock 11/14/2017 J( 1 ) 17,793 D $ 0 53,380 I By Sequoia Technology Partners XI, L.P. ( 2 )
Common Stock 11/14/2017 J( 1 ) 468,048 D $ 0 1,279,816 I By SC US GF V Holdings, LTD ( 3 )
Common Stock 124,327 I By Sequoia Capital U.S. Growth Fund V, L.P. ( 4 )
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
SC XI MANAGEMENT LLC
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL XI
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL XI PRINCIPALS FUND
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
SEQUOIA TECHNOLOGY PARTNERS XI
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SCGF V Management, L.P.
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
SC US GF V Holdings, Ltd.
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
LEONE DOUGLAS M
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
Signatures
/s/ Jung Yeon Son, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC 11/16/2017
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, L.P. 11/16/2017
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principals Fund, LLC 11/16/2017
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, L.P. 11/16/2017
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas M. Leone, a Director of SC US (TTGP), Ltd. 11/16/2017
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas M. Leone, a Director of SC US (TTGP), Ltd., the general partner of SCGF V Management, L.P. 11/16/2017
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas M. Leone, a Director of SC US (TTGP), Ltd., the general partner of SCGF V Management, L.P., the general partner of Sequoia Capital U.S. Growth Fund V, L.P. 11/16/2017
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas M. Leone, a Director of SC US (TTGP), Ltd., the general partner of SCGF V Management, L.P., the general partner of Sequoia Capital USGF Principals Fund V, L.P. 11/16/2017
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas M. Leone, a Director of SC US TTGP, the general partner of GF V Management, the general partner of SC Growth and SC USGF, the shareholders of SC Holdings. 11/16/2017
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas M. Leone 11/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro rata in-kind distribution of Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.
( 2 )SC XI Management, LLC ("SC XI Management") is the general partner of Sequoia Capital XI, L.P. ("SC XI") and Sequoia Technology Partners XI, L.P. ("STP XI"), and the managing member of Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). Douglas Leone and Michael Moritz are the managing members of SC XI Management. As a result, each of Messrs. Leone and Moritz and SC XI Management may be deemed to share voting and dispositive power with respect to the shares held by SC XI, STP XI and SC XI PF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of t hese securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 3 )SC US (TTGP), Ltd. ("SC US TTGP") is the general partner of SCGF V Management, L.P. ("GF V Management"), which is the general partner of each of Sequoia Capital U.S. Growth Fund V, L.P. ("SC Growth") and Sequoia Capital USGF Principals Fund V, L.P. ("SC USGF"). SC Growth and SC USGF together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. ("SC Holdings"). As a result, SC US TTGP, SC Growth, SC USGF and GF V Management may be deemed to share voting and dispositive power with respect to the shares held by SC Holdings. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 4 )SC US TTGP is the general partner of GF V Management, which is the general partner of SC Growth. As a result, SC US TTGP and GF V Management may be deemed to share voting and dispositive power with respect to the shares held by SC Growth. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:
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