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*
MV MANAGEMENT IX LLC
(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 4, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
3PAR Inc. [ PAR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2010
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 09/24/2010 09/24/2010 U 8,777,767 D $33 0 I See Footnotes(1)(2)
Common Stock 09/24/2010 09/24/2010 U 292,965 D $33 0 I See Footnotes(3)(4)
Common Stock 09/24/2010 09/24/2010 U 36,574 D $33 0 I See Footnotes(5)(6)
Common Stock 09/24/2010 09/24/2010 U 164,055 D $33 0 I See Footnotes(7)(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MV MANAGEMENT IX LLC
(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 4, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MENLO VENTURES IX LP
(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 4, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MENLO ENTREPRENEURS FUND IX LP
(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 4, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MENLO ENTREPRENEURS FUND IX A LP
(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 4, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MMEF IX LP
(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 4, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares are owned directly by Menlo Ventures IX, L.P. ("Menlo IX"), of which MV Management IX, L.L.C. ("MVM IX") is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM IX are Mark A. Siegel, H.D. Montgomery, Douglas C. Carlisle, Sonja H. Perkins, John W. Jarve, Pravin A. Vazirani and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mark A. Siegel is a director of Issuer. (Continued in Footnote 2)
2. Menlo IX, Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P., and MMEF IX L.P. may be deemed to be a member of a Section 13(d) "group". Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P., and MMEF IX L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo IX.
3. These shares are owned directly by Menlo Entrepreneurs Fund IX, L.P., of which MVM IX is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-IX are Mark A. Siegel, H.D. Montgomery, Douglas C. Carlisle, Sonja H. Perkins, John W. Jarve, Pravin A. Vazirani and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mark A. Siegel is a director of Issuer. (Continued in Footnote 4)
4. Menlo IX, Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo IX, Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo Entrepreneurs Fund IX, L.P.
5. These shares are owned directly by Menlo Entrepreneurs Fund IX(A), L.P., of which MVM IX is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-IX are Mark A. Siegel, H.D. Montgomery, Douglas C. Carlisle, Sonja H. Perkins, John W. Jarve, Pravin A. Vazirani and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mark A. Siegel is a director of Issuer. (Continued in Footnote 6)
6. Menlo IX, Menlo Entrepreneurs Fund IX, L.P. and MMEF IX, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo IX, Menlo Entrepreneurs Fund IX, L.P. and MMEF IX, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo Entrepreneurs Fund IX(A), L.P.
7. These shares are owned directly by MMEF IX, L.P., of which MVM IX is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-IX are Mark A. Siegel, H.D. Montgomery, Douglas C. Carlisle, Sonja H. Perkins, John W. Jarve, Pravin A. Vazirani and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mark A. Siegel is a director of Issuer. (Continued in Footnote 8)
8. Menlo IX, Menlo Entrepreneurs Fund IX, L.P. and Menlo Entrepreneurs Fund IX(A), L.P. may be deemed to be a member of a Section 13(d) "group." Menlo IX Menlo Entrepreneurs Fund IX, L.P. and Menlo Entrepreneurs Fund IX(A), L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by MMEF IX, L.P.
/s/ Mark A. Siegel for MV Management IX, L.L.C. 09/27/2010
/s/ Mark A. Siegel, MV Management IX, L.L.C., its General Partner for Menlo Ventures IX, L.P. 09/27/2010
/s/ Mark A. Siegel, MV Management IX, L.L.C., its General Partner for Menlo Entrepreneurs Fund IX, L.P. 09/27/2010
/s/ Mark A. Siegel, MV Management IX, L.L.C., its General Partner for Menlo Entrepreneurs Fund IX(A), L.P. 09/27/2010
/s/ Mark A. Siegel, MV Management IX, L.L.C., its General Partner for MMEF IX, L.P. 09/27/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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