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*
Cisco Systems International B.V.

(Last) (First) (Middle)
HAARLERBERGPARK
HAARLERBERGWEG 13-19

(Street)
AMSTERDAM P7 1101CH

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MAVENIR SYSTEMS INC [ MVNR ]
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)
11/13/2013
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 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)
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*
Cisco Systems International B.V.

(Last) (First) (Middle)
HAARLERBERGPARK
HAARLERBERGWEG 13-19

(Street)
AMSTERDAM P7 1101CH

(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*
CISCO SYSTEMS, INC.

(Last) (First) (Middle)
170 WEST TASMAN DR

(Street)
SAN JOSE CA 95134-1706

(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. 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
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