Sec Form 4 Filing - VENROCK ASSOCIATES IV L P @ QUANTENNA COMMUNICATIONS INC - 2016-11-02

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 VENROCK ASSOCIATES IV L P 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) C/O VENROCK, 3340 HILLVIEW AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/02/2016 (Street) PALO ALTO, CA94304 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 11/02/2016 C 608,340 A 608,340 I See footnote ( 8 ) Common Stock 11/02/2016 C 138,696 A 747,036 I See footnote ( 9 ) Common Stock 11/02/2016 C 186,644 A 933,680 I See footnote ( 10 ) Common Stock 11/02/2016 C 805,625 A 1,739,305 I See footnote ( 11 ) Common Stock 11/02/2016 C 469,779 A 2,209,084 I See footnote ( 12 ) Common Stock 11/02/2016 C 383,634 A 2,592,718 I See footnote ( 13 ) Common Stock 11/02/2016 C 60,551 A 2,653,269 I See footnote ( 14 )

Table II - Derivative Securities Acquired, Disposed of, or Ben eficially 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 Series A Preferred Stock ( 1 ) 11/02/2016 C 322,411 ( 15 ) ( 1 ) ( 1 ) Common Stock 608,340 $ 0 0 I See footnote ( 15 ) ( 16 ) Series B Preferred Stock ( 2 ) 11/02/2016 C 71,744 ( 17 ) ( 2 ) ( 2 ) Common Stock 138,696 $ 0 0 I See footnote ( 16 ) ( 17 ) Series C Preferred Stock ( 3 ) 11/02/2016 C 94,321 ( 18 ) ( 3 ) ( 3 ) Common Stock 186,644 $ 0 0 I See footnote ( 16 ) ( 18 ) Series D Preferred Stock ( 4 ) 11/02/2016 C 805,625 ( 19 ) ( 4 ) ( 4 ) Common Stock 805,625 $ 0 0 I See footnote ( 16 ) ( 19 ) Series E Preferred Stock ( 5 ) 11/02/2016 C 469,779 ( 20 ) ( 5 ) ( 5 ) Common Stock 469,779 $ 0 0 I See footnote ( 16 ) ( 20 ) Series F-1 Preferred Stock ( 6 ) 11/02/2016 C 383,634 ( 21 ) ( 6 ) ( 6 ) Common Stock 383,634 $ 0 0 I See footnote ( 16 ) ( 21 ) Series G Preferred Stock ( 7 ) 11/02/2016 C 60,551 ( 22 ) ( 7 ) ( 7 ) Common Stock 60,551 $ 0 0 I See footnote ( 16 ) ( 22 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VENROCK ASSOCIATES IV L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Venrock Partners, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X VENROCK ENTREPRENEURS FUND IV L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Venrock Management IV, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Venrock Partners Management, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X VEF Management IV, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Signatures /s/ David L. Stepp, Authorized Signatory 11/04/2016 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 11/04/2016 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 11/04/2016 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 11/04/2016 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 11/04/2016 Signature of Reporting Person Date /s/ David L. Stepp, Authorized Signatory 11/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Stock automatically converted into Common Stock on a 1.8868501529052:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. ( 2 )The Series B Preferred Stock automatically converted into Common Stock on a 1.9332015399022:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. ( 3 )The Series C Preferred Stock automatically converted into Common Stock on a 1.97882655585238:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. ( 4 )The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. ( 5 )The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. ( 6 )The Series F-1 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. ( 7 )The Series G Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. ( 8 )Consists of an aggregate of 495,190 shares of Common Stock held by Venrock Associates IV, L.P. ("Venrock IV"), 100,984 shares of Common Stock held by Venrock Partners, L.P. ("Venrock Partners"), and 12,166 shares of Common Stock held by Venrock Entrepreneurs Fund IV,L.P. ("Venrock Entrepreneurs" and together with Venrock IV and Venrock Partners, the "Venrock Entities"). VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 9 )Consists of an aggregate of 608,091 shares of Common Stock held by Venrock IV, 124,007 shares of Common Stock held by Venrock Partners, and 14,938 shares of Common Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 10 )Consists of an aggregate of 760,021 shares of Common Stock held by Venrock IV, 154,989 shares of Common Stock held by Venrock Partners, and 18,670 shares of Common Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 11 )Consists of an aggregate of 1,415,801 shares of Common Stock held by Venrock IV, 288,723 shares of Common Stock held by Venrock Partners, and 34,781 shares of Common Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 12 )Consists of an aggregate of 1,798,202 shares of Common Stock held by Venrock IV, 366,706 shares of Common Stock held by Venrock Partners, and 44,176 shares of Common Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 13 )Consists of an aggregate of 2,110,481 shares of Common Stock held by Venrock IV, 430,389 shares of Common Stock held by Venrock Partners, and 51,848 shares of Common Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 14 )Consists of an aggregate of 2,159,770 shares of Common Stock held by Venrock IV, 440,440 shares of Common Stock held by Venrock Partners, and 53,059 shares of Common Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 15 )Consisted of an aggregate of 262,443 shares of Series A Preferred Stock held by Venrock IV, 53,520 shares of Series A Preferred Stock held by Venrock Partners, and 6,448 shares of Series A Preferred Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 16 )The sole general partner of Venrock IV is Venrock Management IV, LLC ("VM4"). The sole general partner of Venrock Partners is Venrock Partners Management, LLC ("VPM"). The sole general partner of Venrock Entrepreneurs is VEF Management IV, LLC ("VEFM4"). ( 17 )Consisted of an aggregate of 58,401 shares of Series B Preferred Stock held by Venrock IV, 11,909 shares of Series B Preferred Stock held by Venrock Partners, and 1,434 shares of Series B Preferred Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 18 )Consisted of an aggregate of 76,778 shares of Series C Preferred Stock held by Venrock IV, 15,657 shares of Series C Preferred Stock held by Venrock Partners, and 1,886 shares of Series C Preferred Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 19 )Consisted of an aggregate of 655,780 shares of Series D Preferred Stock held by Venrock IV, 133,734 shares of Series D Preferred Stock held by Venrock Partners, and 16,111 shares of Series D Preferred Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 20 )Consisted of an aggregate of 382,401 shares of Series E Preferred Stock held by Venrock IV, 77,983 shares of Series E Preferred Stock held by Venrock Partners, and 9,395 shares of Series E Preferred Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 21 )Consisted of an aggregate of 312,279 shares of Series F-1 Preferred Stock held by Venrock IV, 63,683 shares of Series F-1 Preferred Stock held by Venrock Partners, and 7,672 shares of Series F-1 Preferred Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein. ( 22 )Consisted of an aggregate of 49,289 shares of Series G Preferred Stock held by Venrock IV, 10,051 shares of Series G Preferred Stock held by Venrock Partners, and 1,211 shares of Series G Preferred Stock held by Venrock Entrepreneurs. VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by Venrock IV, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interests therein.

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 4(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).

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