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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MAVENIR SYSTEMS INC [ MVNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/13/2013 | C | 898,284 | A | (1) | 898,284 | D(4) | |||
Common Stock | 11/13/2013 | C | 136,885 | A | (2) | 1,035,169 | D(4) | |||
Common Stock | 11/13/2013 | C | 100,776 | A | (3) | 1,135,945 | D(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series C Preferred Stock | (1) | 11/13/2013 | C | 6,287,989 | (1) | (1) | Common Stock | 898,284(1) | (1) | 0 | D(4) | ||||
Series D Preferred Stock | (2) | 11/13/2013 | C | 958,195 | (2) | (2) | Common Stock | 136,885(2) | (2) | 0 | D(4) | ||||
Series E Preferred Stock | (3) | 11/13/2013 | C | 705,436 | (3) | (3) | Common Stock | 100,776(3) | (3) | 0 | D(4) |
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. On November 13, 2013, each share of Series C Preferred Stock automatically converted into one-seventh of one share of Issuer's Common Stock for no additional consideration, after giving effect to a 1-for-7 reverse stock split effected by the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series C Preferred Stock had no expiration date. |
2. On November 13, 2013, each share of Series D Preferred Stock automatically converted into one-seventh of one share of Issuer's Common Stock for no additional consideration, after giving effect to 1-for-7 reverse stock split effected by the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series D Preferred Stock had no expiration date. |
3. On November 13, 2013, each share of Series E Preferred Stock automatically converted into one-seventh of one share of Issuer's Common Stock for no additional consideration, after giving effect to a 1-for-7 reverse stock split effected by the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series E Preferred Stock had no expiration date. |
4. Cisco Systems International B.V. (Cisco International B.V.) directly beneficially owns the reported securities. Cisco Systems, Inc. (Cisco) indirectly owns 100% of the outstanding securities of Cisco International B.V. and as such may be deemed to be an indirect beneficial owner of the reported securities. Except to the extent of any indirect pecuniary interest therein, Cisco disclaims beneficial ownership of the securities beneficially owned by Cisco International B.V. |
Remarks: |
Following the closing of the Issuer's initial public offering, the Reporting Persons estimate that the securities reported herein will represent beneficial ownership of the Issuer of approximately 8.7%, as indicated in the Issuer's registration statement on Form S-1 (No. 333-191563). |
CISCO SYSTEMS INTERNATIONAL B.V. By: /s/ Evan Sloves, Attorney-in-Fact | 11/15/2013 | |
CISCO SYSTEMS, INC. By: /s/ Evan Sloves, Assistant Secretary | 11/15/2013 | |
** 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 4 (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. |