SEC FORM 3

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^*

Weiss Warren M

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2013

3. Issuer Name and Ticker or Trading Symbol
SILVER SPRING NETWORKS INC [ SSNI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,925,191	⁽¹⁾	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	30,998	⁽¹⁾	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	33,312	⁽¹⁾	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,942,880	⁽¹⁾	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	31,137	⁽¹⁾	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	33,462	⁽¹⁾	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,744,438	⁽¹⁾	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	13,776	⁽¹⁾	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,804	⁽¹⁾	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	160,496	⁽²⁾	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,267	⁽²⁾	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,362	⁽²⁾	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	483,970	⁽²⁾	I	By: Foundation Capital VI, L.P.⁽⁵⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	5,408	⁽²⁾	I	By: Foundation Capital VI Principals Fund, LLC⁽⁵⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	24,597	⁽³⁾	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	194	⁽³⁾	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	209	⁽³⁾	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	74,172	⁽³⁾	I	By: Foundation Capital VI, L.P.⁽⁵⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	828	⁽³⁾	I	By: Foundation Capital VI Principals Fund, LLC⁽⁵⁾

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock is convertible at any time into shares of the Issuer's Common Stock at the holder's election and does not have an expiration date. Upon the closing of the Issuer's initial public offering, each share will automatically convert into one share of Common Stock.

2. Each share of Series D Convertible Preferred Stock is convertible at any time into shares of the Issuer's Common Stock at the holder's election and does not have an expiration date. Upon the closing of the Issuer's initial public offering, each share will automatically convert into the number of shares of Common Stock determined by dividing $38.9270 by the price per share of Common Stock offered to the public in the Issuer's initial public offering.

3. Each share of Series E Convertible Preferred Stock is convertible at any time into shares of the Issuer's Common Stock at the holder's election and does not have an expiration date. Upon the closing of the Issuer's initial public offering, each share will automatically convert into the number of shares of Common Stock determined by dividing $50.0000 by the price per share of Common Stock offered to the public in the Issuer's initial public offering.

4. Foundation Capital Management Co. IV, LLC is the general partner of Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. Warren M. Weiss is a managing member of Foundation Capital Management Co. IV, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. As a managing member of Foundation Capital Management Co. IV, LLC, Mr. Weiss disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

5. Foundation Capital Management Co. VI, LLC is the general partner of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Warren M. Weiss is managing member of Foundation Capital Management Co. VI, LLC and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. As a managing member of Foundation Capital Management Co. VI, LLC, Mr. Weiss disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

	/s/ Gail M. Haney as Attorney-In-Fact	03/12/2013
	** 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 5 (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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