SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/13/2011	3. Issuer Name and Ticker or Trading Symbol Ubiquiti Networks, Inc. [ UBNT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% owner.	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	03/02/2010	(1)	Common Stock	23,992,929(2)	(1)	I	Manager of GP of 10% owner.

1. Name and Address of Reporting Person* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% owner.

1. Name and Address of Reporting Person* Summit Partners PE VII, LLC (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% owner.

1. Name and Address of Reporting Person* Summit Partners PE VII, L.P. (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% owner.

1. Name and Address of Reporting Person* Summit Investors Management, LLC (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% owner.

1. Name and Address of Reporting Person* MANNION MARTIN J (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% owner.

1. Name and Address of Reporting Person* EVANS BRUCE R (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series A preferred stock is convertible into Ubiquiti Networks, Inc. common stock on a one-for-one basis and has no expiration date.

2. The shares underlying the Series A preferred stock are held as follows: 14,942,702 shares of common stock issuable upon the conversion of Series A preferred stock are held by Summit Partners Private Equity Fund VII-A, L.P., 8,974,825 shares of common stock issuable upon the conversion of Series A preferred stock are held by Summit Partners Private Equity Fund VII-B, L.P., 68,917 shares of common stock issuable upon the conversion of Series A preferred stock are held by Summit Investors I, LLC and 6,485 shares of common stock issuable upon the conversion of Series A preferred stock are held by Summit Investors I (UK), L.P.

Remarks:

The entities mentioned in Footnote 2 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC., and the general partner of Summit Investors I (UK), L.P. Summit Partners, L.P., through a two-person investment committee, currently composed of Martin J. Mannion and Bruce R. Evans, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the Summit Entities and Messrs. Mannion and Evans disclaim beneficial ownership of shares, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Person's pecuniary interest therein. Exhibits: Exhibit 24 - Power of Attorney.

	Summit Partners, L.P., /s/ Robin W. Devereux, as Attorney-in-Fact	10/13/2011
	Summit Partners PE VII, LLC, /s/ Robin W. Devereux, as Attorney-in-Fact	10/13/2011
	Summit Partners PE VII, L.P., /s/ Robin W. Devereux, as Attorney-in-Fact	10/13/2011
	Summit Investors Management, LLC, /s/ Robin W. Devereux, as Attorney-in-Fact	10/13/2011
	/s/ Robin W. Devereux, as Attorney-in-Fact for Martin J. Mannion	10/13/2011
	/s/ Robin W. Devereux, as Attorney-in-Fact for Bruce R. Evans	10/13/2011
	** Signature of Reporting Person	Date
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