FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MAVENIR SYSTEMS INC [ MVNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 11/13/2013 | C | 1,695,587(1) | A | (1) | 1,695,587(1) | I | See Footnote(1) | ||
Common Stock | 11/13/2013 | C | 831,074(2) | A | (2) | 831,074(2) | I | See Footnote(2) | ||
Common Stock | 11/13/2013 | C | 1,826,276(3) | A | (3) | 1,826,276(3) | I | See Footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 Convertible Preferred Stock | (4) | 11/13/2013 | C | 3,736,119 | (4) | (4) | Common Stock | 533,731 | (4) | 0 | I | See Footnote(1) | |||
Series A Convertible Preferred Stock | (4) | 11/13/2013 | C | 1,831,222 | (4) | (4) | Common Stock | 261,603 | (4) | 0 | I | See Footnote(2) | |||
Series A Convertible Preferred Stock | (4) | 11/13/2013 | C | 5,567,338 | (4) | (4) | Common Stock | 795,334 | (4) | 0 | I | See Footnote(3) | |||
Series B Convertible Preferred Stock | (5) | 11/13/2013 | C | 2,375,330 | (5) | (5) | Common Stock | 339,332 | (5) | 0 | I | See Footnote(1) | |||
Series B Convertible Preferred Stock | (5) | 11/13/2013 | C | 1,164,243 | (5) | (5) | Common Stock | 166,320 | (5) | 0 | I | See Footnote(2) | |||
Series B Convertible Preferred Stock | (5) | 11/13/2013 | C | 3,539,575 | (5) | (5) | Common Stock | 505,653 | (5) | 0 | I | See Footnote(3) | |||
Series C Convertible Preferred Stock | (6) | 11/13/2013 | C | 1,975,540 | (6) | (6) | Common Stock | 282,220 | (6) | 0 | I | See Footnote(1) | |||
Series C Convertible Preferred Stock | (6) | 11/13/2013 | C | 968,291 | (6) | (6) | Common Stock | 138,327 | (6) | 0 | I | See Footnote(2) | |||
Series C Convertible Preferred Stock | (6) | 11/13/2013 | C | 1,261,642 | (6) | (6) | Common Stock | 180,234 | (6) | 0 | I | See Footnote(3) | |||
Series D Convertible Preferred Stock | (7) | 11/13/2013 | C | 2,512,281 | (7) | (7) | Common Stock | 358,897 | (7) | 0 | I | See Footnote(1) | |||
Series D Convertible Preferred Stock | (7) | 11/13/2013 | C | 1,231,369 | (7) | (7) | Common Stock | 175,909 | (7) | 0 | I | See Footnote(2) | |||
Series D Convertible Preferred Stock | (7) | 11/13/2013 | C | 1,604,421 | (7) | (7) | Common Stock | 229,203 | (7) | 0 | I | See Footnote(3) | |||
Series E Convertible Preferred Stock | (8) | 11/13/2013 | C | 1,269,855 | (8) | (8) | Common Stock | 181,407 | (8) | 0 | I | See Footnote(1) | |||
Series E Convertible Preferred Stock | (8) | 11/13/2013 | C | 622,407 | (8) | (8) | Common Stock | 88,915 | (8) | 0 | I | See Footnote(2) | |||
Series E Convertible Preferred Stock | (8) | 11/13/2013 | C | 810,970 | (8) | (8) | Common Stock | 115,852 | (8) | 0 | I | See Footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents securities held of record by North Bridge Venture Partners V-A, L.P., or NBVP V-A. North Bridge Venture Management V, L.P., or NBVM V, is the sole General Partner of NBVP V-A. NBVM GP, LLC, the General Partner of NBVM V, has ultimate voting and dispositive power over the shares held of record by NBVP V-A. Shared voting and dispositive power of such shares is vested in Edward T. Anderson and Richard A. D'Amore.Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pencuniary interest in such securities). |
2. Represents securities held of record by North Bridge Venture Partners V-B, L.P., or NBVP V-B. North Bridge Venture Management V, L.P., or NBVM V, is the sole General Partner of NBVP V-B. NBVM GP, LLC, the General Partner of NBVM V, has ultimate voting and dispositive power over the shares held of record by NBVP V-B. Shared voting and dispositive power of such shares is vested in Edward T. Anderson and Richard A. D'Amore.Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pencuniary interest in such securities) |
3. Represents securities held of record by North Bridge Venture Partners VI, L.P., or NBVP VI. North Bridge Venture Management VI, L.P., or NBVM VI, is the sole General Partner of NBVP VI. NBVM GP, LLC, the General Partner of NBVM VI, has ultimate voting and dispositive power over the shares held of record by NBVP VI. Shared voting and dispositive power of such shares is vested in Edward T. Anderson and Richard A. D'Amore.Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pencuniary interest in such securities) |
4. The Series AConvertible Preferred Stock automatically converted into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
5. The Series BConvertible Preferred Stock automatically converted into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
6. The Series CConvertible Preferred Stock automatically converted into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
7. The Series DConvertible Preferred Stock automatically converted into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
8. The Series EConvertible Preferred Stock automatically converted into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
/s/ Sam Garrett, for North Bridge Venture Partners V-B, L.P. | 11/01/2013 | |
/s/ Sam Garrett, for North Bridge Venture Partners VI, L.P. | 11/01/2013 | |
/s/ Sam Garrett, for Richard A. D'Amore | 11/01/2013 | |
/s/ Sam Garrett, for Edward T. Anderson | 11/01/2013 | |
/s/ Sam Garrett, for NBVM GP, LLC | 11/01/2013 | |
/s/ Sam Garrett, for North Bridge Venture Management V, L.P. | 11/01/2013 | |
/s/ Sam Garrett, for North Bridge Venture Management VI, L.P. | 11/01/2013 | |
/s/ Sam Garrett, for North Bridge Venture Partners V-A, L.P. | 11/01/2013 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |