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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/15/2012 |
3. Issuer Name and Ticker or Trading Symbol
RUCKUS WIRELESS INC [ RKUS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Stock | 353,958 | I | By Sequoia Capital X, L.P.(1) |
Common Stock | 31,558 | I | By Sequoia Capital X Principals Fund, LLC(1) |
Common Stock | 50,982 | I | By Sequoia Technology Partners X, L.P.(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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-1 Convertible Preferred Stock | (2) | (2) | Common Stock | 1,816,974 | (2) | I | By Sequoia Capital X, L.P.(1) |
Series A-1 Convertible Preferred Stock | (2) | (2) | Common Stock | 162,000 | (2) | I | By Sequoia Capital X Principals Fund, LLC(1) |
Series A-1 Convertible Preferred Stock | (2) | (2) | Common Stock | 261,712 | (2) | I | By Sequoia Technology Partners X, L.P.(1) |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 2,573,366 | (2) | I | By Sequoia Capital X, L.P.(1) |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 229,442 | (2) | I | By Sequoia Capital X Principals Fund, LLC(1) |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 370,661 | (2) | I | By Sequoia Technology Partners X, L.P.(1) |
Series C Convertible Preferred Stock | (2) | (2) | Common Stock | 1,580,584 | (2) | I | By Sequoia Capital X, L.P.(1) |
Series C Convertible Preferred Stock | (2) | (2) | Common Stock | 140,925 | (2) | I | By Sequoia Capital X Principals Fund, LLC(1) |
Series C Convertible Preferred Stock | (2) | (2) | Common Stock | 227,663 | (2) | I | By Sequoia Technology Partners X, L.P.(1) |
Series D Convertible Preferred Stock | (2) | (2) | Common Stock | 944,199 | (2) | I | By Sequoia Capital X, L.P.(1) |
Series D Convertible Preferred Stock | (2) | (2) | Common Stock | 84,185 | (2) | I | By Sequoia Capital X Principals Fund, LLC(1) |
Series D Convertible Preferred Stock | (2) | (2) | Common Stock | 136,000 | (2) | I | By Sequoia Technology Partners X, L.P.(1) |
Series E Convertible Preferred Stock | (2) | (2) | Common Stock | 37,363 | (2) | I | By Sequoia Capital Entrepreneurs Annex Fund, L.P.(3) |
Series E Convertible Preferred Stock | (2) | (2) | Common Stock | 896,703 | (2) | I | By Sequoia Capital IX, L.P.(3) |
Series E Convertible Preferred Stock | (2) | (2) | Common Stock | 648,058 | (2) | I | By Sequoia Capital X, L.P.(1) |
Series E Convertible Preferred Stock | (2) | (2) | Common Stock | 57,781 | (2) | I | By Sequoia Capital X Principals Fund, LLC(1) |
Series E Convertible Preferred Stock | (2) | (2) | Common Stock | 93,345 | (2) | I | By Sequoia Technology Partners X, L.P.(1) |
Series F Convertible Preferred Stock | (2) | (2) | Common Stock | 5,052 | (2) | I | By Sequoia Capital Entrepreneurs Annex Fund, L.P.(3) |
Series F Convertible Preferred Stock | (2) | (2) | Common Stock | 121,254 | (2) | I | By Sequoia Capital IX, L.P.(3) |
Series F Convertible Preferred Stock | (2) | (2) | Common Stock | 1,022,704 | (2) | I | By Sequoia Capital X, L.P.(1) |
Series F Convertible Preferred Stock | (2) | (2) | Common Stock | 91,184 | (2) | I | By Sequoia Capital X Principals Fund, LLC(1) |
Series F Convertible Preferred Stock | (2) | (2) | Common Stock | 147,308 | (2) | I | By Sequoia Technology Partners X, L.P.(1) |
Series G Convertible Preferred Stock | (2) | (2) | Common Stock | 914 | (2) | I | By Sequoia Capital Entrepreneurs Annex Fund, L.P.(3) |
Series G Convertible Preferred Stock | (2) | (2) | Common Stock | 21,929 | (2) | I | By Sequoia Capital IX, L.P.(3) |
Series G Convertible Preferred Stock | (2) | (2) | Common Stock | 187,947 | (2) | I | By Sequoia Capital X, L.P.(1) |
Series G Convertible Preferred Stock | (2) | (2) | Common Stock | 16,757 | (2) | I | By Sequoia Capital X Principals Fund, LLC(1) |
Series G Convertible Preferred Stock | (2) | (2) | Common Stock | 27,071 | (2) | I | By Sequoia Technology Partners X, L.P.(1) |
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. SC X Management, LLC ("SC X Management") is the general partner of Sequoia Capital X, L.P. and Sequoia Technology Partners X, L.P. and is the managing member of Sequoia Capital X Principals Fund, LLC. As a result, SC X Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital X, L.P., Sequoia Technology Partners X, L.P. and Sequoia Capital X Principals Fund, LLC. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes |
2. Each share of the Issuer's Series A-1, Series B, Series C, Series D, Series E, Series F and Series G Preferred Stock will be automatically converted into 1 share of the Issuer's Common Stock immediately upon the closing of the Issuer's initial public offering, and has no expiration date. |
3. SC IX.I Management, LLC ("SC IX.I Management") is the general partner of Sequoia Capital IX, L.P. and Sequoia Capital Entrepreneurs Annex Fund, L.P. As a result, SC IX.I Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital IX, L.P. and Sequoia Capital Entrepreneurs Annex Fund, L.P. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Remarks: |
1 of 2. |
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC X Management, LLC | 11/15/2012 | |
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC X Management, LLC, the General Partner of Sequoia Capital X, L.P. | 11/15/2012 | |
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC X Management, LLC, the Managing Member of Sequoia Capital X Principals Fund LLC | 11/15/2012 | |
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC X Management, LLC, the General Partner of Sequoia Technology Partners X, L.P. | 11/15/2012 | |
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC IX.I Management, LLC, the General Partner of Sequoia Capital Entrepreneurs Annex Fund, L.P. | 11/15/2012 | |
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC IX.I Management, LLC, the General Partner of Sequoia Capital IX, L.P. | 11/15/2012 | |
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC IX.I Management, LLC | 11/15/2012 | |
** 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). | ||
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. |