SEC FORM 4

SEC Form 4

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^*

Weiss Warren M

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/18/2013		C		3,925,191	A	⁽¹⁾	3,925,191	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		C		3,942,880	A	⁽¹⁾	7,868,071	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		C		1,744,438	A	⁽¹⁾	9,612,509	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		C		367,507	A	⁽²⁾	9,980,016	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		C		72,344	A	⁽³⁾	10,052,360	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		A		694,503⁽⁶⁾	A	$17	10,746,863	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		C		30,998	A	⁽¹⁾	30,998	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		31,137	A	⁽¹⁾	62,135	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		13,776	A	⁽¹⁾	75,911	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		2,901	A	⁽²⁾	78,812	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		570	A	⁽³⁾	79,382	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		A		5,484⁽⁶⁾	A	$17	84,866	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		33,312	A	⁽¹⁾	33,312	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		33,462	A	⁽¹⁾	66,774	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		14,804	A	⁽¹⁾	81,578	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		3,118	A	⁽²⁾	84,696	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		614	A	⁽³⁾	85,310	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		A		5,894⁽⁶⁾	A	$17	91,204	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		1,108,205	A	⁽²⁾	1,108,205	I	By: Foundation Capital VI, L.P.⁽⁵⁾
Common Stock	03/18/2013		C		218,152	A	⁽³⁾	1,326,357	I	By: Foundation Capital VI, L.P.⁽⁵⁾
Common Stock	03/18/2013		C		12,383	A	⁽²⁾	12,383	I	By: Foundation Capital VI Principals Fund, LLC⁽⁵⁾
Common Stock	03/18/2013		C		2,435	A	⁽³⁾	14,818	I	By: Foundation Capital VI Principals Fund, LLC⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially 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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			3,925,191	⁽¹⁾	⁽¹⁾	Common Stock	3,925,191	⁽¹⁾	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			30,998	⁽¹⁾	⁽¹⁾	Common Stock	30,998	⁽¹⁾	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			33,312	⁽¹⁾	⁽¹⁾	Common Stock	33,312	⁽¹⁾	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series A Convertible Preferred Stock Warrants (right to buy)	⁽⁷⁾	03/12/2013		D			41,317	⁽⁷⁾	⁽⁷⁾	Series A Preferred Stock	41,317	⁽⁷⁾	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series A Convertible Preferred Stock Warrants (right to buy)	⁽⁷⁾	03/12/2013		D			326	⁽⁷⁾	⁽⁷⁾	Series A Preferred Stock	326	⁽⁷⁾	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series A Convertible Preferred Stock Warrants (right to buy)	⁽⁷⁾	03/12/2013		D			350	⁽⁷⁾	⁽⁷⁾	Series A Preferred Stock	350	⁽⁷⁾	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			3,942,880	⁽¹⁾	⁽¹⁾	Common Stock	3,942,880	⁽¹⁾	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			31,137	⁽¹⁾	⁽¹⁾	Common Stock	31,137	⁽¹⁾	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			33,462	⁽¹⁾	⁽¹⁾	Common Stock	33,462	⁽¹⁾	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			1,744,438	⁽¹⁾	⁽¹⁾	Common Stock	1,744,438	⁽¹⁾	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			13,776	⁽¹⁾	⁽¹⁾	Common Stock	13,776	⁽¹⁾	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			14,804	⁽¹⁾	⁽¹⁾	Common Stock	14,804	⁽¹⁾	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series C Convertible Preferred Stock Warrants (right to buy)	⁽⁷⁾	03/12/2013		D			327,960	⁽⁷⁾	⁽⁷⁾	Series C Preferred Stock	327,960	⁽⁷⁾	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series C Convertible Preferred Stock Warrants (right to buy)	⁽⁷⁾	03/12/2013		D			2,590	⁽⁷⁾	⁽⁷⁾	Series C Preferred Stock	2,590	⁽⁷⁾	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series C Convertible Preferred Stock Warrants (right to buy)	⁽⁷⁾	03/12/2013		D			2,783	⁽⁷⁾	⁽⁷⁾	Series C Preferred Stock	2,783	⁽⁷⁾	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	03/18/2013		C			160,496	⁽²⁾	⁽²⁾	Common Stock	367,507	⁽²⁾	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	03/18/2013		C			1,267	⁽²⁾	⁽²⁾	Common Stock	2,901	⁽²⁾	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	03/18/2013		C			1,362	⁽²⁾	⁽²⁾	Common Stock	3,118	⁽²⁾	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	03/18/2013		C			483,970	⁽²⁾	⁽²⁾	Common Stock	1,108,205	⁽²⁾	0	I	By: Foundation Capital VI, L.P.⁽⁵⁾
Series D Convertible Preferred Stock	⁽²⁾	03/18/2013		C			5,408	⁽²⁾	⁽²⁾	Common Stock	12,383	⁽²⁾	0	I	By: Foundation Capital VI Principals Fund, LLC⁽⁵⁾
Series E Convertible Preferred Stock	⁽³⁾	03/18/2013		C			24,597	⁽³⁾	⁽³⁾	Common Stock	72,344	⁽³⁾	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	03/18/2013		C			194	⁽³⁾	⁽³⁾	Common Stock	570	⁽³⁾	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	03/18/2013		C			209	⁽³⁾	⁽³⁾	Common Stock	614	⁽³⁾	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	03/18/2013		C			74,172	⁽³⁾	⁽³⁾	Common Stock	218,152	⁽³⁾	0	I	By: Foundation Capital VI, L.P.⁽⁵⁾
Series E Convertible Preferred Stock	⁽³⁾	03/18/2013		C			828	⁽³⁾	⁽³⁾	Common Stock	2,435	⁽³⁾	0	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 was convertible at any time into shares of the Issuer's Common Stock at the holder's election and did not have an expiration date. In connection with the closing of the Issuer's initial public offering, each share automatically converted into one share of Common Stock.

2. Each share of Series D Convertible Preferred Stock was convertible at any time into shares of the Issuer's Common Stock at the holder's election and did not have an expiration date. In connection with the closing of the Issuer's initial public offering, each share automatically converted into 2.2898 shares of Common Stock (determined by dividing $38.9270 by the $17.00 price per share of Common Stock offered to the public in the Issuer's initial public offering). No fractional shares were issued upon the conversion of any Series D Shares.

3. Each share of Series E Convertible Preferred Stock was convertible at any time into shares of the Issuer's Common Stock at the holder's election and did not have an expiration date. In connection with the closing of the Issuer's initial public offering, each share automatically converted into 2.9412 shares of Common Stock (determined by dividing $50.0000 by the $17.00 price per share of Common Stock offered to the public in the Issuer's initial public offering). No fractional shares were issued upon the conversion of any Series E Shares.

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.

6. These shares of Common Stock were purchased in a private placement that occurred concurrently with the closing of the Issuer's initial public offering pursuant to a Common Stock Purchase Agreement dated as of September 19, 2012 whereby Foundation Capital IV, L.P. agreed to purchase $11,806,560, FC IV Active Advisors Fund, LLC agreed to purchase $93,240, and Foundation Capital IV Principals Fund, LLC agreed to purchase $100,200 of shares of Common Stock at a purchase price of $17.00 per share, the price per share of Common Stock offered to the public in the Issuer's initial public offering.

7. These warrants were terminated immediately prior to the effectiveness of the registration statement for the Issuer's initial public offering in exchange for the aggregate payment by the Issuer of $12 million to these entities pursuant to a Warrant Amendment Agreement dated September 19, 2012. Reflects a 5-for-1 reverse stock split of all the outstanding capital stock of the Issuer which was effected on February 11, 2013.

	/s/ Gail M. Haney as Attorney-In-Fact	03/18/2013
	** Signature of Reporting Person	Date
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