Amendment #1 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U8ogjOpb2j7aUdc4oDTDwOfZTMLcNV0UP8C0a6TdJHQ3gpbT5fq94mRYe4KeD9rg 8EHsLJ3kphv6g5bTAvd0VQ== 0000950130-03-001193.txt : 20030214 0000950130-03-001193.hdr.sgml : 20030214 20030214152736 ACCESSION NUMBER: 0000950130-03-001193 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030214 GROUP MEMBERS: ANTHONY B. EVNIN GROUP MEMBERS: ANTHONY SUN GROUP MEMBERS: BRYAN E. ROBERTS GROUP MEMBERS: DAVID R. HATHAWAY GROUP MEMBERS: ERIC S. COPELAND GROUP MEMBERS: JOSEPH E. CASEY GROUP MEMBERS: KIMBERLEY A. RUMMELSBURG GROUP MEMBERS: MICHAEL C. BROOKS GROUP MEMBERS: MICHAEL F. TYRRELL GROUP MEMBERS: PATRICK F. LATTERELL GROUP MEMBERS: RAY A. ROTHROCK GROUP MEMBERS: TERENCE J. GARNETT GROUP MEMBERS: THOMAS R. FREDERICK GROUP MEMBERS: VENROCK ASSOCIATES II, L.P. GROUP MEMBERS: VENROCK ENTREPENEURS FUND, L.P. GROUP MEMBERS: VENROCK MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRSPAN NETWORKS INC CENTRAL INDEX KEY: 0001105542 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60741 FILM NUMBER: 03567291 BUSINESS ADDRESS: STREET 1: CAMBRIDGE HOUSE OXFORD ROAD STREET 2: UXBRIDGE MIDDLESEX UB81UN CITY: UNITED KINGDOM STATE: X0 ZIP: 00000 BUSINESS PHONE: 0114418954 MAIL ADDRESS: STREET 1: CAMBRIDGE HOUSE OXFORD ROAD STREET 2: UXBRIDGE MIDDLESEX UB81UN CITY: UNITED KINGDOM FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENROCK ASSOCIATES CENTRAL INDEX KEY: 0000937889 IRS NUMBER: 136300995 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126495600 MAIL ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G/A 1 dsc13ga.htm AMENDMENT #1 TO SCHEDULE 13G Amendment #1 to Schedule 13G

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*

Airspan Networks, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00950H102

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o	Rule 13d-1(b)

	o	Rule 13d-1(c)

	x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 00950H102

13 G

Page 2 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Associates I.R.S. #13-6300995

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					932,548

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					932,548

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		932,548

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			2.6%

12			TYPE OF REPORTING PERSON*

			PN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 3 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Associates II, L.P. I.R.S. #13-3844754

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					1,221,151

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					1,221,151

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		1,221,151

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			3.4%

12			TYPE OF REPORTING PERSON*

			PN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 4 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Entrepreneurs Fund, L.P. I.R.S.#13-4078492

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					6,933

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					6,933

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		6,933

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			PN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 5 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Management LLC IRS # 13-4078489

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					6,933

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					6,933

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		6,933

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			OO


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 6 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael C. Brooks

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 7 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph E. Casey

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 8 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eric S. Copeland

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 9 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony B. Evnin

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 10 of 27 Pages




1	NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas R. Frederick

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 11 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Terence J. Garnett

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 12 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David R. Hathaway

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 13 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patrick F. Latterell

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					8,510

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					8,510

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		8,510

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 14 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bryan E. Roberts

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 15 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ray A. Rothrock

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 16 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kimberley A. Rummelsburg

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 17 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony Sun

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 18 of 27 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael F. Tyrrell

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					2,160,632

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					2,160,632

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,160,632

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			6.1%

12			TYPE OF REPORTING PERSON*

			IN


*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 00950H102	13 G	Page 19 of 27 Pages

Introductory Note: This Statement on Schedule 13G is filed on behalf of Venrock Associates, a limited partnership organized under the laws of the State of New York, Venrock Associates II, L.P., a limited partnership organized under the laws of the State of New York, Venrock Entrepreneurs Fund, L.P., a limited partnership organized under the laws of the State of New York, Venrock Management LLC, a limited liability company formed under the laws of the State of Delaware, Michael C. Brooks, Joseph E. Casey, Eric S. Copeland, Anthony B. Evnin, Thomas R. Frederick, Terence J. Garnett, David R. Hathaway, Patrick F. Latterell, Bryan E. Roberts, Ray A. Rothrock, Kimberley A. Rummelsburg, Anthony Sun and Michael F. Tyrrell in respect of shares of Common Stock of Airspan Networks, Inc.

Item 1(a)	Name of Issuer

	Airspan Networks, Inc.

Item 1(b)	Address of Issuer’s Principal Executive Offices

	777 Yamato Road, Suite 105
	Boca Raton, Florida 33341

Item 2(a)	Name of Person Filing

	Venrock Associates (“Venrock”)
	Venrock Associates II, L.P. (“Venrock II”)
	Venrock Entrepreneurs Fund, L.P. (“Venrock Entrepreneurs”)
	Venrock Management LLC (“Venrock Management”)

	Michael C. Brooks
	Joseph E. Casey
	Eric S. Copeland
	Anthony B. Evnin
	Thomas R. Frederick
	Terence J. Garnett
	David R. Hathaway
	Patrick F. Latterell
	Bryan E. Roberts
	Ray A. Rothrock
	Kimberley A. Rummelsburg
	Anthony Sun
	Michael F. Tyrrell

Items 2(b)	Address of Principal Business Office or, if none, Residence

	New York Office:	Menlo Park Office:	Cambridge Office:

	30 Rockefeller Plaza	2494 Sand Hill Road	One Canal Park
	Room 5508	Suite 200	Suite 1120
	New York, NY 10112	Menlo Park, CA 94025	Cambridge, MA 02142

Item 2(c)	Citizenship

	Venrock, Venrock II and Venrock Entrepreneurs are limited partnerships organized in the State of New York. Venrock Management is a limited liability company formed in the State of Delaware and is a General Partner of Venrock Entrepreneurs. Michael C. Brooks, Joseph E. Casey, Eric S. Copeland, Anthony B. Evnin, Thomas R. Frederick, Terence J. Garnett, David R. Hathaway, Bryan E. Roberts, Ray A. Rothrock, Anthony Sun and Michael F. Tyrrell are General Partners of Venrock and Venrock II, are Members of Venrock Management and are all citizens of the United States of America. Patrick F. Latterell and Kimberley A. Rummelsburg are retired General Partners of Venrock and Venrock II, are retired Members of Venrock Management and are citizens of the United States of America.

CUSIP No. 00950H102	13 G	Page 20 of 27 Pages

Item 2(d)		Title of Class of Securities

		Common Stock

Item 2(e)		CUSIP Number

		00950H102

Item 3		Not applicable.

Item 4		Ownership

		(a) and (b)

		Venrock beneficially owns 932,548 shares or 2.6% of the outstanding shares of common stock. Venrock II beneficially owns 1,221,151 shares or 3.4% of the outstanding shares of common stock. Venrock Entrepreneurs beneficially owns 6,933 shares or 0.0% of the outstanding shares of common stock. Venrock Management beneficially owns 6,933 shares or 0.0% of the outstanding shares of common stock

		Each of Michael C. Brooks, Joseph E. Casey, Eric S. Copeland, Anthony B. Evnin, Thomas R. Frederick, Terence J. Garnett, David R. Hathaway, Bryan E. Roberts, Ray A. Rothrock, Anthony Sun and Michael F. Tyrrell beneficially owns 2,160,632 shares or 6.1% of the outstanding shares of common stock. Patrick F. Latterell beneficially owns 8,510 shares or 0.0% of the outstanding shares of common stock. Kimberley A. Rummelsburg beneficially owns no shares or 0.0% of the outstanding shares of common stock.

		(c)

		Venrock has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over 932,548 shares of common stock. Venrock II has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over 1,221,151 shares of common stock. Venrock Entrepreneurs has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over 6,933 shares of common stock. Venrock Management has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over 6,933 shares of common stock.

		Each of Michael C. Brooks, Joseph E. Casey, Eric S. Copeland, Anthony B. Evnin, Thomas R. Frederick, Terence J. Garnett, David R. Hathaway, Bryan E. Roberts, Ray A. Rothrock, Anthony Sun and Michael F. Tyrrell has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over 2,160,632 shares of common stock. Patrick F. Latterell has sole voting and dispositive power over 8,510 shares of common stock and shared voting and dispositive power of no shares of common stock. Kimberley A. Rummelsburg has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over no shares of common stock.

Item 5		Ownership of Five Percent or Less of a Class

		With respect to Patrick F. Latterell and Kimberley A. Rummelsburg:

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

		With respect to Venrock, Venrock II, Venrock Entrepreneurs, Venrock Management, Michael C. Brooks, Joseph E. Casey, Eric S. Copeland, Anthony B. Evnin, Thomas R. Frederick, Terence J. Garnett, David R. Hathaway, Bryan E. Roberts, Ray A. Rothrock, Anthony Sun and Michael F. Tyrrell:

CUSIP No. 00950H102	13 G	Page 21 of 27 Pages

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6		Ownership of More than Five Percent of Behalf of Another Person

		No person, other than the General Partners of Venrock, Venrock II and Venrock Entrepreneurs and the Members of Venrock Management, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock owned by Venrock, Venrock II and Venrock Entrepreneurs.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

		Not applicable.

Item 8		Identification and Classification of Members of the Group

		This schedule is being filed pursuant to Rule 13d-1(d). The identities of the eleven General Partners of Venrock and Venrock II, the two retired General Partners of Venrock and Venrock II, the one General Partner of Venrock Entrepreneurs, the eleven Members of Venrock Management and the two retired Members of Venrock Management are stated in Item 2.

Item 9		Notice of Dissolution of Group

		Not applicable.

Item 10		Certification

		Not applicable.

CUSIP No. 00950H102

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Page 22 of 27 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

February 14, 2003	VENROCK ASSOCIATES

	By:	/s/ Anthony B. Evnin

		Anthony B. Evnin
		General Partner

February 14, 2003	VENROCK ASSOCIATES II, L.P.

	By:	/s/ Anthony B. Evnin

		Anthony B. Evnin
		General Partner

February 14, 2003	VENROCK ENTREPRENEURS FUND, L.P.
	By: Venrock Management LLC, its General Partner

	By:	/s/ Anthony B. Evnin

		Anthony B. Evnin
		Member

February 14, 2003	VENROCK MANAGEMENT LLC

	By:	/s/ Anthony B. Evnin

		Anthony B. Evnin
		Member

February 14, 2003	GENERAL PARTNERS / MEMBERS
	*

	Michael C. Brooks

	*

	Joseph E. Casey

	*

	Eric S. Copeland

	*

	Anthony B. Evnin

	*

	Thomas R. Frederick

CUSIP No. 00950H102	13 G	Page 23 of 27 Pages

		/s/ Terence J. Garnett

		Terence J. Garnett
		*

		David R. Hathaway

		*

		Patrick F. Latterell


		/s/ Bryan E. Roberts

		Bryan E. Roberts


		*

		Ray A. Rothrock


		*

		Kimberley A. Rummelsburg


		*

		Anthony Sun


		*

		Michael F. Tyrrell


*By:	/s/ Anthony B. Evnin

	Anthony B. Evnin
	Attorney-in-Fact

CUSIP No. 00950H102

13 G

Page 24 of 27 Pages

EXHIBIT INDEX

Exhibit No.		Page No.
24.1	Power of Attorney dated as of February 14, 2001 granted by the General Partners/Members in favor of Anthony B. Evnin and Anthony Sun	25

99.1	Agreement pursuant to 13d-1(k)(1) among Venrock Associates, Venrock Associates II, L.P., Venrock Entrepreneurs Fund, L.P., Venrock Management LLC and the General Partners/Members thereof	26

EX-24.1 3 dex241.htm POWER OF ATTORNEY Power of Attorney

CUSIP No. 00950H102

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Page 25 of 27 Pages

Exhibit 24.1

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Anthony B. Evnin and Anthony Sun, or either of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Schedule 13G, and all amendments thereto, with all exhibits thereto, and all documents in connection therewith, with respect to the beneficial ownership by the undersigned of the equity securities of Airspan Networks, Inc., and to file the same, with the Securities and Exchange Commission and any other person, granting unto the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done.

	February 14, 2001


	/s/ Michael C. Brooks

	Michael C. Brooks


	/s/ Joseph E. Casey

	Joseph E. Casey


	/s/ Eric S. Copeland

	Eric S. Copeland


	/s/ Anthony B. Evnin

	Anthony B. Evnin


	/s/ Thomas R. Frederick

	Thomas R. Frederick


	/s/ David R. Hathaway

	David R. Hathaway


	/s/ Patrick F. Latterell

	Patrick F. Latterell


	/s/ Ray A. Rothrock

	Ray A. Rothrock


	/s/ Kimberley A. Rummelsburg

	Kimberley A. Rummelsburg


	/s/ Anthony Sun

	Anthony Sun


	/s/ Michael F. Tyrrell

	Michael F. Tyrrell

EX-99.1 4 dex991.htm AGREEMENT Agreement

CUSIP No. 00950H102

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Page 26 of 27 Pages

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

February 14, 2003	VENROCK ASSOCIATES

	By:	/s/ Anthony B. Evnin

		Anthony B. Evnin
		General Partner

February 14, 2003	VENROCK ASSOCIATES II, L.P.

	By:	/s/ Anthony B. Evnin

		Anthony B. Evnin
		General Partner

February 14, 2003	VENROCK ENTREPRENEURS FUND, L.P.
	By: Venrock Management LLC, its General Partner

	By:	/s/ Anthony B. Evnin

		Anthony B. Evnin
		Member

February 14, 2003	VENROCK MANAGEMENT LLC

	By:	/s/ Anthony B. Evnin

		Anthony B. Evnin
		Member

February 14, 2003	GENERAL PARTNERS / MEMBERS
	*

	Michael C. Brooks

	*

	Joseph E. Casey

	*

	Eric S. Copeland

	*

	Anthony B. Evnin

	*

	Thomas R. Frederick

CUSIP No. 00950H102

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Page 27 of 27 Pages

		/s/ Terence J. Garnett

		Terence J. Garnett

		*

		David R. Hathaway

		*

		Patrick F. Latterell


		/s/ Bryan E. Roberts

		Bryan E. Roberts

		*

		Ray A. Rothrock

		*

		Kimberley A. Rummelsburg

		*

		Anthony Sun

		*

		Michael F. Tyrrell

*By:	/s/ Anthony B. Evnin

	Anthony B. Evnin
	Attorney-in-Fact

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