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SC 13G 1 p20301sc13g.htm SCHEDULE 13G Converted by EDGARwiz

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _)*

3PAR Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

88580F109

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]

Rule 13d-1(b)

[ ]

Rule 13d-1(c)

[X]

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 19 Pages

Exhibit Index Contained on Page 18


CUSIP NO. 88580F109	13 G	Page 2 of 19


1	NAME OF REPORTING PERSONS Worldview Technology Partners IV, L.P. (“WVTP IV”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 2,717,513 shares; except that Worldview Capital IV, L.P. (“WVC IV”), the general partner of WVTP IV, may be deemed to have sole power to vote these shares, Worldview Equity I, L.L.C. (“WVE I”), the general partner of WVC IV, may be deemed to have sole power to vote these shares, and James Wei (“Wei”), Michael Orsak (“Orsak”) and Susumu Tanaka (“Tanaka”), the members of WVE I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 2,717,513 shares; except that WVC IV, the general partner of WVTP IV, may be deemed to have sole power to dispose of these shares, WVE I, the general partner of WVC IV, may be deemed to have sole power to dispose of these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,717,513
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 88580F109	13 G	Page 3 of 19


1	NAME OF REPORTING PERSONS Worldview Technology International IV, L.P. (“WVTI IV”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 441,490 shares; except that WVC IV, the general partner of WVTI IV, may be deemed to have sole power to vote these shares, WVE I, the general partner of WVC IV, may be deemed to have sole power to vote these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 441,490 shares; except that WVC IV, the general partner of WVTI IV, may be deemed to have sole power to dispose of these shares, WVE I, the general partner of WVC IV, may be deemed to have sole power to dispose of these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 441,490
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 88580F109	13 G	Page 4 of 19


1	NAME OF REPORTING PERSONS Worldview Strategic Partners IV, L.P. (“WVSP IV”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 20,052 shares; except that WVC IV, the general partner of WVSP IV, may be deemed to have sole power to vote these shares, WVE I, the general partner of WVC IV, may be deemed to have sole power to vote these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 20,052 shares; except that WVC IV, the general partner of WVSP IV, may be deemed to have sole power to dispose of these shares, WVE I, the general partner of WVC IV, may be deemed to have sole power to dispose of these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,052
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 88580F109	13 G	Page 5 of 19


1	NAME OF REPORTING PERSONS Worldview Capital IV, L.P. (“WVC IV”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 3,179,055 shares, of which 2,717,513 are directly owned by WVTP IV, 441,490 are directly owned by WVTI IV, and 20,052 are directly owned by WVSP IV. WVC IV, the general partner of WVTP IV, WVTI IV and WVSP IV, may be deemed to have sole power to vote these shares, WVE I, the general partner of WVC IV, may be deemed to have sole power to vote these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 3,179,055 shares, of which 2,717,513 are directly owned by WVTP IV, 441,490 are directly owned by WVTI IV, and 20,052 are directly owned by WVSP IV. WVC IV, the general partner of WVTP IV, WVTI IV and WVSP IV, may be deemed to have sole power to dispose of these shares, WVE I, the general partner of WVC IV, may be deemed to have sole power to dispose of these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,179,055
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 88580F109	13 G	Page 6 of 19


1	NAME OF REPORTING PERSONS Worldview Technology Partners II, L.P. (“WVTP II”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 3,493,387 shares; except that Worldview Capital II, L.P. (“WVC II”), the general partner of WVTP II, may be deemed to have sole power to vote these shares, WVE I, the general partner of WVC II, may be deemed to have sole power to vote these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 3,493,387 shares; except that WVC II, the general partner of WVTP II, may be deemed to have sole power to dispose of these shares, WVE I, the general partner of WVC II, may be deemed to have sole power to dispose of these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,493,387
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 88580F109	13 G	Page 7 of 19


1	NAME OF REPORTING PERSONS Worldview Technology International II, L.P. (“WVTI II”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,069,404 shares; except that WVC II, the general partner of WVTI II, may be deemed to have sole power to vote these shares, WVE I, the general partner of WVC II, may be deemed to have sole power to vote these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 1,069,404 shares; except that WVC II, the general partner of WVTI II, may be deemed to have sole power to dispose of these shares, WVE I, the general partner of WVC II, may be deemed to have sole power to dispose of these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,069,404
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 88580F109	13 G	Page 8 of 19


1	NAME OF REPORTING PERSONS Worldview Strategic Partners II, L.P. (“WVSP II”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 148,289 shares; except that WVC II, the general partner of WVSP II, may be deemed to have sole power to vote these shares, WVE I, the general partner of WVC II, may be deemed to have sole power to vote these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 148,289 shares; except that WVC II, the general partner of WVSP II, may be deemed to have sole power to dispose of these shares, WVE I, the general partner of WVC II, may be deemed to have sole power to dispose of these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,289
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 88580F109	13 G	Page 9 of 19


1	NAME OF REPORTING PERSONS Worldview Capital II, L.P. (“WVC II”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 4,711,080 shares, of which 3,493,387 shares are directly owned by WVTP II, 1,069,404 shares are directly owned by WVTI II, and 148,289 shares are directly owned by WVSP II. WVC II, the general partner of WVTP II, WVTI II and WVSP II, may be deemed to have sole power to vote these shares, WVE I, the general partner of WVC II, may be deemed to have sole power to vote these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 4,711,080 shares, of which 3,493,387 shares are directly owned by WVTP II, 1,069,404 shares are directly owned by WVTI II, and 148,289 shares are directly owned by WVSP II. WVC II, the general partner of WVTP II, WVTI II and WVSP II, may be deemed to have sole power to dispose of these shares, WVE I, the general partner of WVC II, may be deemed to have sole power to dispose of these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,711,080
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.8%
12	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 88580F109	13 G	Page 10 of 19


1	NAME OF REPORTING PERSONS Worldview Equity I, L.L.C. (“WVE I”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 7,890,135 shares, of which 2,717,513 are directly owned by WVTP IV, 441,490 are directly owned by WVTI IV, 20,052 are directly owned by WVSP IV, 3,493,387 shares are directly owned by WVTP II, 1,069,404 shares are directly owned by WVTI II, and 148,289 shares are directly owned by WVSP II. WVC IV, the general partner of WVTP IV, WVTI IV and WVSP IV, may be deemed to have sole power to vote 3,179,055 of these shares, and WVC II, the general partner of WVTP II, WVTI II and WVSP II, may be deemed to have sole power to vote 4,711,080 of these shares. WVE I, the general partner of WVC IV and WVC II, may be deemed to have sole power to vote these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 7,890,135 shares, of which 2,717,513 are directly owned by WVTP IV, 441,490 are directly owned by WVTI IV, 20,052 are directly owned by WVSP IV, 3,493,387 shares are directly owned by WVTP II, 1,069,404 shares are directly owned by WVTI II, and 148,289 shares are directly owned by WVSP II. WVC IV, the general partner of WVTP IV, WVTI IV and WVSP IV, may be deemed to have sole power to dispose of 3,179,055 of these shares, and WVC II, the general partner of WVTP II, WVTI II and WVSP II, may be deemed to have sole power to dispose of 4,711,080 of these shares. WVE I, the general partner of WVC IV and WVC II, may be deemed to have sole power to dispose of these shares, and Wei, Orsak and Tanaka, the members of WVE I, may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,890,135
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.1%
12	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP NO. 88580F109	13 G	Page 11 of 19


1	NAME OF REPORTING PERSONS James Wei (“Wei”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canadian Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 Shares.
		6	SHARED VOTING POWER 7,890,135 shares, of which 2,717,513 are directly owned by WVTP IV, 441,490 are directly owned by WVTI IV, 20,052 are directly owned by WVSP IV, 3,493,387 shares are directly owned by WVTP II, 1,069,404 shares are directly owned by WVTI II, and 148,289 shares are directly owned by WVSP II. WVC IV is the general partner of WVTP IV, WVTI IV and WVSP IV, WVC II is the general partner of WVTP II, WVTI II and WVSP II, and WVE I is the general partner of WVC II and WVC IV. Wei, a member of WVE I, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 0 Shares.
		8	SHARED DISPOSITIVE POWER 7,890,135 shares, of which 2,717,513 are directly owned by WVTP IV, 441,490 are directly owned by WVTI IV, 20,052 are directly owned by WVSP IV, 3,493,387 shares are directly owned by WVTP II, 1,069,404 shares are directly owned by WVTI II, and 148,289 shares are directly owned by WVSP II. WVC IV is the general partner of WVTP IV, WVTI IV and WVSP IV, WVC II is the general partner of WVTP II, WVTI II and WVSP II, and WVE I is the general partner of WVC II and WVC IV. Wei, a member of WVE I, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,890,135
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.1%
12	TYPE OF REPORTING PERSON (See Instructions) IN


CUSIP NO. 88580F109	13 G	Page 12 of 19


1	NAME OF REPORTING PERSONS Michael Orsak (“Orsak”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 Shares.
		6	SHARED VOTING POWER 7,890,135 shares, of which 2,717,513 are directly owned by WVTP IV, 441,490 are directly owned by WVTI IV, 20,052 are directly owned by WVSP IV, 3,493,387 shares are directly owned by WVTP II, 1,069,404 shares are directly owned by WVTI II, and 148,289 shares are directly owned by WVSP II. WVC IV is the general partner of WVTP IV, WVTI IV and WVSP IV, WVC II is the general partner of WVTP II, WVTI II and WVSP II, and WVE I is the general partner of WVC II and WVC IV. Orsak, a member of WVE I, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 0 Shares.
		8	SHARED DISPOSITIVE POWER 7,890,135 shares, of which 2,717,513 are directly owned by WVTP IV, 441,490 are directly owned by WVTI IV, 20,052 are directly owned by WVSP IV, 3,493,387 shares are directly owned by WVTP II, 1,069,404 shares are directly owned by WVTI II, and 148,289 shares are directly owned by WVSP II. WVC IV is the general partner of WVTP IV, WVTI IV and WVSP IV, WVC II is the general partner of WVTP II, WVTI II and WVSP II, and WVE I is the general partner of WVC II and WVC IV. Orsak, a member of WVE I, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,890,135
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.1%
12	TYPE OF REPORTING PERSON (See Instructions) IN


CUSIP NO. 88580F109	13 G	Page 13 of 19


1	NAME OF REPORTING PERSONS Susumu Tanaka (“Tanaka”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Japanese Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 Shares.
		6	SHARED VOTING POWER 7,890,135 shares, of which 2,717,513 are directly owned by WVTP IV, 441,490 are directly owned by WVTI IV, 20,052 are directly owned by WVSP IV, 3,493,387 shares are directly owned by WVTP II, 1,069,404 shares are directly owned by WVTI II, and 148,289 shares are directly owned by WVSP II. WVC IV is the general partner of WVTP IV, WVTI IV and WVSP IV, WVC II is the general partner of WVTP II, WVTI II and WVSP II, and WVE I is the general partner of WVC II and WVC IV. Tanaka, a member of WVE I, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 0 Shares.
		8	SHARED DISPOSITIVE POWER 7,890,135 shares, of which 2,717,513 are directly owned by WVTP IV, 441,490 are directly owned by WVTI IV, 20,052 are directly owned by WVSP IV, 3,493,387 shares are directly owned by WVTP II, 1,069,404 shares are directly owned by WVTI II, and 148,289 shares are directly owned by WVSP II. WVC IV is the general partner of WVTP IV, WVTI IV and WVSP IV, WVC II is the general partner of WVTP II, WVTI II and WVSP II, and WVE I is the general partner of WVC II and WVC IV. Tanaka, a member of WVE I, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,890,135
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES (See Instructions) [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.1%
12	TYPE OF REPORTING PERSON (See Instructions) IN


CUSIP NO. 88580F109	13 G	Page 14 of 19

ITEM 1(a).

NAME OF ISSUER:
3PAR Inc.

ITEM 1(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

4209 Technology Drive
Fremont, CA 94538

ITEM 2(a).

NAME OF PERSON FILING:

This statement is filed by Worldview Technology Partners IV, L.P., a Delaware limited partnership (“WVTP IV”), Worldview Technology International IV, L.P., a Delaware limited partnership (“WVTI IV”), Worldview Strategic Partners IV, L.P., a Delaware limited partnership (“WVSP IV”), Worldview Capital IV, L.P., a Delaware limited partnership (“WVC IV”), Worldview Technology Partners II, L.P., a Delaware limited partnership (“WVTP II”), Worldview Technology International II, L.P., a Delaware limited partnership (“WVTI II”), Worldview Strategic Partners II, L.P., a Delaware limited partnership (“WVSP II”), Worldview Capital II, L.P., a Delaware limited partnership (“WVC II”), Worldview Equity I, L.L.C., a Delaware limited liability company (“WVE I”), James Wei (“Wei”), Michael Orsak (“Orsak”) and Susumu Tanaka (“Tanaka”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

WVC IV is the general partner of WVTP IV, WVTI IV and WVSP IV. WVC IV may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by WVTP IV, WVTI IV and WVSP IV. WVE I is the general partner of WVC IV and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by WVTP IV, WVTI IV and WVSP IV. Wei, Orsak and Tanaka are the members of WVE I, and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by WVTP IV, WVTI IV and WVSP IV.

WVC II is the general partner of WVTP II, WVTI II and WVSP II. WVC II maybe deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by WVTP II, WVTI II and WVSP II. WVE I is the general partner of WVC II and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by WVTP II, WVTI II and WVSP II. Wei, Orsak and Tanaka are the members of WVE I, and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by WVTP II, WVTI II and WVSP III.

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

The address of the principal business office for each of the Reporting Persons is:

2207 Bridgepointe Parkway, Suite 100
San Mateo, California 94404

ITEM 2(c)

CITIZENSHIP:

WVC IV, WVTP IV, WVTI IV, WVSP IV, WVC II, WVTP II, WVTI II and WVSP II are Delaware limited partnerships. WVE I is a Delaware limited liability company. Wei is a Canadian citizen. Orsak is a United States citizen. Tanaka is a Japanese citizen.

ITEM 2(d).

TITLE OF CLASS OF SECURITIES:

Common Stock.

ITEM 2(e).

CUSIP NUMBER:

88580F109


CUSIP NO. 88580F109	13 G	Page 15 of 19

ITEM 3.

Not Applicable.

ITEM 4.

OWNERSHIP:

The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2007.

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Under certain circumstances set forth in the limited partnership agreements of WVC IV, WVTP IV, WVTI IV, WVSP IV, WVC II, WVTP II, WVTI II and WVSP II, and the limited liability company agreement of WVE I, the general and limited partners and members of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not applicable.


CUSIP NO. 88580F109	13 G	Page 16 of 19

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

ITEM 10.

CERTIFICATION:

Not applicable.


CUSIP NO. 88580F109	13 G	Page 17 of 19

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 8, 2008

JAMES WEI

/s/ James Wei

Individually, and on behalf of WVTP IV, in his capacity as a member of WVE I, the general partner of WVC IV, the general partner of WVTP IV, on behalf of WVTI IV, in his capacity as a member of WVE I, the general partner of WVC IV, the general partner of WVTI IV, on behalf of WVSP IV, in his capacity as a member of WVE I, the general partner of WVC IV, the general partner of WVSP IV, on behalf of WVC IV, in his capacity as a member of WVE I, the general partner of WVC IV, and on behalf of WVE I in his capacity as a member thereof; and on behalf of of WVTP II, in his capacity as a member of WVE I, the general partner of WVC II, the general partner of WVTP II, on behalf of WVTI II, in his capacity as a member of WVE I, the general partner of WVC II, the general partner of WVTI II, on behalf of WVSP II, in his capacity as a member of WVE I, the general partner of WVC II, the general partner of WVSP II, on behalf of WVC II, in his capacity as a member of WVE I, the general partner of WVC II, and on behalf of WVE I in his capacity as a member thereof.

MICHAEL ORSAK

/s/ Michael Orsak

Michael Orsak

SUSUMU TANAKA

/s/ Susumu Tanaka

Susumu Tanaka

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


CUSIP NO. 88580F109	13 G	Page 18 of 19

EXHIBIT INDEX


	Found on Sequentially Numbered Page
Exhibit	Found on Sequentially Numbered Page
Exhibit A: Agreement of Joint Filing	19


CUSIP NO. 88580F109	13 G	Page 19 of 19

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of 3PAR Inc. shall be filed on behalf of each of the Reporting Persons.

Date: February 8, 2008

JAMES WEI

/s/ James Wei

MICHAEL ORSAK

/s/ Michael Orsak

Michael Orsak

SUSUMU TANAKA

/s/ Susumu Tanaka

SusumuTanaka