0001193125-15-033695.txt : 20150204 0001193125-15-033695.hdr.sgml : 20150204 20150204161330 ACCESSION NUMBER: 0001193125-15-033695 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150204 DATE AS OF CHANGE: 20150204 GROUP MEMBERS: MARTIN J. MANNION GROUP MEMBERS: PETER Y. CHUNG GROUP MEMBERS: SUMMIT INVESTORS I (UK), L.P. GROUP MEMBERS: SUMMIT INVESTORS I, LLC GROUP MEMBERS: SUMMIT INVESTORS MANAGEMENT, LLC GROUP MEMBERS: SUMMIT MASTER COMPANY, LLC GROUP MEMBERS: SUMMIT PARTNERS GE VIII, L.P. GROUP MEMBERS: SUMMIT PARTNERS GE VIII, LLC GROUP MEMBERS: SUMMIT PARTNERS GROWTH EQUITY FUND VIII-A, L.P. GROUP MEMBERS: SUMMIT PARTNERS GROWTH EQUITY FUND VIII-B, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: A10 Networks, Inc. CENTRAL INDEX KEY: 0001580808 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 201446869 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88506 FILM NUMBER: 15575591 BUSINESS ADDRESS: STREET 1: 3 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408) 325-8668 MAIL ADDRESS: STREET 1: 3 WEST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT PARTNERS L P CENTRAL INDEX KEY: 0000830588 IRS NUMBER: 043478657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 d862039dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

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)

Under the Securities Exchange Act of 1934

(Amendment No.      )*

 

 

A10 Networks, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value

(Title of Class of Securities)

002121101

(CUSIP Number)

December 31, 2014

(Date of Event which Requires Filing of this Statement)

 

 

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

¨ Rule 13d-1(b)

¨ 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. 002121101

  13G   Page 2 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Summit Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


CUSIP No. 002121101

  13G   Page 3 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Summit Partners GE VIII, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


CUSIP No. 002121101

  13G   Page 4 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Summit Partners GE VIII, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


CUSIP No. 002121101

  13G   Page 5 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Summit Partners Growth Equity Fund VIII-A, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


CUSIP No. 002121101

  13G   Page 6 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Summit Partners Growth Equity Fund VIII-B, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


CUSIP No. 002121101

  13G   Page 7 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Summit Master Company, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


CUSIP No. 002121101

  13G   Page 8 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Summit Investors Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


CUSIP No. 002121101

  13G   Page 9 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Summit Investors I, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

OO


CUSIP No. 002121101

  13G   Page 10 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Summit Investors I (UK), L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman exempted limited partnership

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

PN


CUSIP No. 002121101

  13G   Page 11 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Martin J. Mannion

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

IN


CUSIP No. 002121101

  13G   Page 12 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

Peter Y. Chung

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

 BENEFICIALLY   

OWNED BY

EACH

REPORTING

PERSON

WITH

     5       

  SOLE VOTING POWER

 

  0 shares

     6       

  SHARED VOTING POWER

 

  9,427,846 shares

     7       

  SOLE DISPOSITIVE POWER

 

  0 shares

     8       

  SHARED DISPOSITIVE POWER

 

  9,427,846 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,427,846 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.5%

12  

TYPE OF REPORTING PERSON (See Instructions)

 

IN


CUSIP No. 002121101   13G   Page 13 of 19 Pages

 

 

Item 1(a) Name of Issuer:

A10 Networks, Inc.

 

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

3 West Plumeria Drive, San Jose, California 95134.

 

Item 2(a) Name of Person Filing:

This Schedule 13G is being filed by Summit Partners, L.P., Summit Partners GE VIII, LLC, Summit Partners GE VIII, L.P., Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Master Company, LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P. (individually, an “Entity” and collectively, the “Entities”), Martin J. Mannion and Peter Y. Chung.

Summit Partners, L.P. is the managing member of Summit Partners GE VIII, LLC, which is the general partner of Summit Partners GE VIII, L.P., which is the general partner of Summit Partners Growth Equity Fund VIII-A, L.P. and Summit Partners Growth Equity Fund VIII-B, L.P. Summit Master Company, LLC is the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC and the general partner of Summit Investors I (UK), L.P. Summit Master Company, LLC, as the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its investment committee responsible for voting and investment decisions with respect to A10 Networks, Inc. Summit Partners, L.P., through a two-person investment committee responsible for voting and investment decisions with respect to A10 Networks, Inc., currently composed of Martin J. Mannion and Mr. Chung, has voting and dispositive authority over the shares held by each of the Entities.

 

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

The address of the principal business office of Summit Partners, L.P., Summit Partners GE VIII, LLC, Summit Partners GE VIII, L.P., Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Master Company, LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P., Martin J. Mannion and Peter Y. Chung is c/o Summit Partners, 222 Berkeley Street, 18th Floor, Boston, Massachusetts 02116.


CUSIP No. 002121101   13G   Page 14 of 19 Pages

 

 

Item 2(c) Citizenship:

Each of Summit Partners, L.P., Summit Partners GE VIII, L.P., Summit Partners Growth Equity Fund VIII-A, L.P. and Summit Partners Growth Equity Fund VIII-B, L.P. is a limited partnership organized under the laws of the State of Delaware. Each of Summit Partners GE VIII, LLC, Summit Master Company, LLC, Summit Investors Management, LLC and Summit Investors I, LLC is a limited liability company organized under the laws of the State of Delaware. Summit Investors I (UK), L.P. is a Cayman exempted limited partnership. Each of Martin J. Mannion and Peter Y. Chung is a United States citizen.

 

Item 2(d) Title of Class of Securities:

Common Stock, par value $0.00001 per share (the “Common Stock”)

 

Item 2(e) CUSIP Number:

002121101

 

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

  (f)  ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

  (g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

 

  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

  (i)  ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

  (j)  ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

 

  (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).


CUSIP No. 002121101   13G   Page 15 of 19 Pages

 

Not applicable.

 

Item 4 Ownership:

 

  (a) Amount beneficially owned:

As of December 31, 2014, Summit Partners Growth Equity Fund VIII-A, L.P. was the record owner of 6,873,136 shares of Common Stock. As of December 31, 2014, Summit Partners Growth Equity Fund VIII-B, L.P. was the record owner of 2,510,989 shares of Common Stock. As of December 31, 2014, Summit Investors I, LLC was the record owner of 40,186 shares of Common Stock. As of December 31, 2014, Summit Investors I (UK), L.P. was the record owner of 3,535 shares of Common Stock.

By virtue of the affiliate relationships among the Entities and by virtue of Mr. Mannion’s and Mr. Chung’s membership on the two-person investment committee of Summit Partners, L.P., each of Summit Partners, L.P., Summit Partners GE VIII, LLC, Summit Partners GE VIII, L.P., Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Master Company, LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P., Martin J. Mannion and Peter Y. Chung may be deemed to own beneficially all of the 9,427,846 shares of Common Stock as of December 31, 2014.

Each of the reporting persons expressly disclaims beneficial ownership of any shares of A10 Networks, Inc., except for Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P., in each case, for the shares which it holds of record as provided above.

 

  (b) Percent of class:

Summit Partners, L.P.: 15.5%

Summit Partners GE VIII, LLC: 15.5%

Summit Partners GE VIII, L.P.: 15.5%

Summit Partners Growth Equity Fund VIII-A, L.P.: 15.5%

Summit Partners Growth Equity Fund VIII-B, L.P.: 15.5%

Summit Master Company, LLC: 15.5%

Summit Investors Management, LLC: 15.5%

Summit Investors I, LLC: 15.5%

Summit Investors I (UK), L.P.: 15.5%

Martin J. Mannion: 15.5%

Peter Y. Chung: 15.5%


CUSIP No. 002121101   13G   Page 16 of 19 Pages

 

The foregoing percentages are calculated using the 60,715,534 shares of Common Stock outstanding as disclosed in A10 Networks, Inc.’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014.

 

  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote:

0 shares for each reporting person

 

  (ii) shared power to vote or to direct the vote:

Summit Partners, L.P.: 9,427,846

Summit Partners GE VIII, LLC: 9,427,846

Summit Partners GE VIII, L.P.: 9,427,846

Summit Partners Growth Equity Fund VIII-A, L.P.: 9,427,846

Summit Partners Growth Equity Fund VIII-B, L.P.: 9,427,846

Summit Master Company, LLC: 9,427,846

Summit Investors Management, LLC: 9,427,846

Summit Investors I, LLC: 9,427,846

Summit Investors I (UK), L.P.: 9,427,846

Martin J. Mannion: 9,427,846

Peter Y. Chung: 9,427,846

 

  (iii) sole power to dispose or to direct the disposition of:

0 shares for each reporting person

 

  (iv) shared power to dispose or to direct the disposition of:

Summit Partners, L.P.: 9,427,846

Summit Partners GE VIII, LLC: 9,427,846

Summit Partners GE VIII, L.P.: 9,427,846

Summit Partners Growth Equity Fund VIII-A, L.P.: 9,427,846

Summit Partners Growth Equity Fund VIII-B, L.P.: 9,427,846

Summit Master Company, LLC: 9,427,846

Summit Investors Management, LLC: 9,427,846

Summit Investors I, LLC: 9,427,846

Summit Investors I (UK), L.P.: 9,427,846

Martin J. Mannion: 9,427,846

Peter Y. Chung: 9,427,846


CUSIP No. 002121101   13G   Page 17 of 19 Pages

 

 

Item 5 Ownership of Five Percent or Less of a Class:

Not Applicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person:

Not Applicable.

 

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:

Not Applicable. The reporting persons expressly disclaim membership in a “group” as used in Section 13d-1(b)(1)(ii)(K).

 

Item 9 Notice of Dissolution of Group:

Not Applicable.

 

Item 10 Certification:

Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).


CUSIP No. 002121101 13G Page 18 of 19 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

Dated: February 4, 2015.

 

SUMMIT PARTNERS, L.P.

By: Summit Master Company, LLC, its general partner

SUMMIT PARTNERS GE VIII, LLC

By: Summit Partners, L.P., its managing member

By: Summit Master Company, LLC, its general partner

By:

*

By:

*

Member Member

 

SUMMIT PARTNERS GE VIII, L.P.

By: Summit Partners GE VIII, LLC, its general partner

By: Summit Partners, L.P., its managing member

By: Summit Master Company, LLC, its general partner

SUMMIT PARTNERS GROWTH EQUITY FUND VIII-A, L.P.

By: Summit Partners GE VIII, L.P., its general partner

By: Summit Partners GE VIII, LLC, its general partner

By: Summit Partners, L.P., its managing member

By: Summit Master Company, LLC, its general partner

By:

*

By:

*

Member Member

 

SUMMIT PARTNERS GROWTH EQUITY FUND VIII-B, L.P.

By: Summit Partners PE VII, L.P., its general partner

By: Summit Partners PE VII, LLC, its general partner

By: Summit Partners, L.P., its managing member

By: Summit Master Company, LLC, its general partner

SUMMIT MASTER COMPANY, LLC
By:

*

By:

*

Member Member


CUSIP No. 002121101 13G Page 19 of 19 Pages

 

SUMMIT INVESTORS MANAGEMENT, LLC

By: Summit Partners, L.P., its managing member

By: Summit Master Company, LLC, its general partner

SUMMIT INVESTORS I, LLC

By: Summit Investors Management, LLC, its manager

By: Summit Master Company, LLC, its general partner

By:

*

By:

*

Member Member

 

SUMMIT INVESTORS I (UK), L.P.

By: Summit Investors Management, LLC, its manager

By: Summit Master Company, LLC, its general partner

By:

*

By:

*

Member Martin J. Mannion
By:

*

*By:

/s/ Robin W. Devereux

Peter Y. Chung

Robin W. Devereux

Power of Attorney**

 

** Pursuant to Powers of Attorney attached hereto as Exhibit 2
EX-99.1 2 d862039dex991.htm EX-99.1 EX-99.1

Exhibit 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of A10 Networks, Inc.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED this 4th day of February 2015.

 

SUMMIT PARTNERS, L.P.

By: Summit Master Company, LLC, its general partner

SUMMIT PARTNERS GE VIII, LLC

By: Summit Partners, L.P., its managing member

By: Summit Master Company, LLC, its general partner

By:

*

By:

*

Member Member

 

SUMMIT PARTNERS GE VIII, L.P.

By: Summit Partners GE VIII, LLC, its general partner

By: Summit Partners, L.P., its managing member

By: Summit Master Company, LLC, its general partner

SUMMIT PARTNERS GROWTH EQUITY FUND VIII-A, L.P.

By: Summit Partners GE VIII, L.P., its general partner

By: Summit Partners GE VIII, LLC, its general partner

By: Summit Partners, L.P., its managing member

By: Summit Master Company, LLC, its general partner

By:

*

By:

*

Member Member


SUMMIT PARTNERS GROWTH EQUITY FUND VIII-B, L.P.

By: Summit Partners PE VII, L.P., its general partner

By: Summit Partners PE VII, LLC, its general partner

By: Summit Partners, L.P., its managing member

By: Summit Master Company, LLC, its general partner

SUMMIT MASTER COMPANY, LLC
By:

*

By:

*

Member Member

 

SUMMIT INVESTORS MANAGEMENT, LLC

By: Summit Partners, L.P., its managing member

By: Summit Master Company, LLC, its general partner

SUMMIT INVESTORS I, LLC

By: Summit Investors Management, LLC, its manager

By: Summit Master Company, LLC, its general partner

By:

*

By:

*

Member Member

 

SUMMIT INVESTORS I (UK), L.P.

By: Summit Investors Management, LLC, its manager

By: Summit Master Company, LLC, its general partner

By:

*

By:

*

Member Martin J. Mannion
By:

*

*By:

/s/ Robin W. Devereux

Peter Y. Chung

Robin W. Devereux

Power of Attorney**

 

** Pursuant to Powers of Attorney attached hereto as Exhibit 2.
EX-99.2 3 d862039dex992.htm EX-99.2 EX-99.2

Exhibit 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robin W. Devereux his or her true and lawful attorney-in-fact and agent, 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 (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself or herself individually or on behalf of each of any affiliate of Summit Partners, L.P. that is not a portfolio company, including without limitation those entities listed on the attached Exhibit A, on matters relating to:

 

  (a) Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 144 promulgated under the Securities Act of 1933, as amended (the “33 Act”) and any and all regulations promulgated thereunder, including filings with the Securities and Exchange Commission pursuant thereto;

 

  (b) any written ballot or proxy with respect to any investment securities owned beneficially or of record by any such entities;

 

  (c) such filings required pursuant to the Internal Revenue Code of 1986, as amended, and any related regulations, pertaining to such entities

 

  (d) economic exhibits relating to such entities; and

 

  (e) the PATRIOT Act.

and to file the same, with all exhibits thereto, and any other documents in connection therewith, with, as applicable, (i) the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, and/or (ii) the Internal Revenue Service, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Said attorney-in-fact is entitled to amend Exhibit A from time to time to reflect additional affiliates of Summit Partners, L.P. that are not portfolio companies.

The undersigned hereby acknowledges that this Power of Attorney supersedes, revokes and terminates any power of attorney executed by the undersigned prior to the date hereof for the purposes listed above.

[Exhibit A and Signature Pages Follow]


Power of Attorney

Exhibit A

 

HKL I Partners    Summit Accelerator Management, LLC
HKL I, LLC    Summit Accelerator Management, L.P.
SD II Bennington Blocker Corp.    Summit Accelerator Partners, LLC
SD II Eyeglass Blocker Corp.    Summit Accelerator Partners, L.P.
SD II Eyeglass Holdings, L.P.    Summit Founders’ Fund II, L.P.
SD III-B Nomacorc Blocker Corp.    Summit Founders’ Fund, L.P.
SD III-B Nomacorc Holdings, L.P.    Summit GmbH & Co. Beteiligungs KG
SD III-B Tippmann Blocker Corp.    Summit Incentive Plan II, L.P.
SD III-B Tippmann Holdings, L.P.    Summit Incentive Plan, L.P.
SD III-B Tivoli Blocker Corp.    Summit Investment Holdings Trust
SD III-B Tivoli Holdings, L.P.    Summit Investment Holdings Trust II
SD III-B TUI Blocker Corp.    Summit Investors (SAF) IV, L.P.
SD III-B TUI Holdings, L.P.    Summit Investors Holdings Trust
SDIII-B Focus Blocker Corp.    Summit Investors I (UK), L.P.
SDIII-B Focus Holdings, L.P.    Summit Investors I, LLC
Shearson Summit Partners Management, L.P.    Summit Investors II, L.P.
SP (1984), L.P.    Summit Investors III, L.P.
SP PE VII-B Announce Blocker Corp.    Summit Investors Management, LLC
SP PE VII-B Announce Holdings, L.P.    Summit Investors VI, L.P.
SP PE VII-B Nomacorc Holdings, L.P.    Summit Investors, L.P.
SP VC II-B TMFS Blocker Corp.    Summit LogistiCare LLC
SP VC II-B TMFS Holdings, L.P.    Summit Master Company, LLC
Sparta Holding Corporation    Summit Partners III S.a.r.l.
SPPE VII-B Aurora Blocker Corp.    Summit Partners PE VII, LLC
SPPE VII-B Aurora Holdings, L.P.    Summit Partners PE VII, L.P.
SPPE VII-B CD Blocker Corp.    Summit Partners Blocker, Inc.
SPPE VII-B Champion Blocker Corp.    Summit Partners Europe Private Equity Fund, L.P.
SPPE VII-B Nomacorc Blocker Corp.    Summit Partners Europe, L.P.
SPPE VII-B SUN Blocker Corp.    Summit Partners Europe, LTD.
SPPE VII-B SUN Holdings, L.P.    Summit Partners F.F. Corp.
SPPE VII-B TUI Blocker Corp.    Summit Partners Holdings, L.P.
SPPE VII-B TUI Holdings, L.P.    Summit Partners II S.a.r.l.
SPVCII-B Anesthetix Blocker Corp.    Summit Partners II, L.P.
SPVCII-B LiveOffice Blocker Corp.    Summit Partners III, L.P.
Stamps, Woodsum & Co.    Summit Partners IV, L.P.
Stamps, Woodsum & Co. II    Summit Partners, LLC
Stamps, Woodsum & Co. III    Summit Partners Private Equity Fund VII-A, L.P.
Stamps, Woodsum &Co. IV    Summit Partners Private Equity Fund VII-B, L.P.
Summit Accelerator Founders’ Fund, L.P.    Summit Partners S.a.r.l.
Summit Accelerator Fund, L.P.    Summit Partners SD II, LLC


Power of Attorney

Exhibit A

 

Summit Partners SD III, L.P.    Summit Ventures V, L.P.
Summit Partners SD III, LLC    Summit Ventures VI-A, L.P.
Summit Partners SD IV, LLC    Summit Ventures VI-B HCP Blocker Corp.
Summit Partners SD IV, LP    Summit Ventures VI-B HCP, L.P.
Summit Partners SD IV-A, LP    Summit Ventures VI-B, L.P.
Summit Partners SD IV-B, LP    Summit Ventures, L.P.
Summit Partners SD, L.P.    Summit Verwaltings GmbH
Summit Partners V S.a.r.l.    Summit VI Advisors Fund, L.P.
Summit Partners V, L.P.    Summit VI Entrepreneurs Fund L.P.
Summit Partners VC II LLC    Summit/CAM Holdings, LLC
Summit Partners VC II LP    Summit/Meditech LLC
Summit Partners Venture Capital Fund II-A, L.P.    Summit/Sun Holdings, LLC
Summit Partners Venture Capital Fund II-B, L.P.    SV Eurofund, C.V.
Summit Partners VI (GP), L.P.    SV International, L.P.
Summit Partners VI (GP), LLC    SV VI -B Eyeglass Common Blocker Corp.
Summit Partners VI-A France    SV VI -B Eyeglass Preferred Blocker Corp.
Summit Partners VI-A S.a.r.l.    SV VI B Tippmann Common Blocker Corp.
Summit Partners VI-B France    SV VI B Tippmann Preferred Blocker Corp.
Summit Partners VI-B S.a.r.l.    SV VI Tippmann Holdings. L.P.
Summit Partners VII-A S.a.r.l.    SV VI-B Aurora Blocker Corp.
Summit Partners VII-B S.a.r.l.    SV VI-B Aurora Holdings, L.P.
Summit Partners VIII S.a.r.l.    SV VI-B Bennington Blocker Corp.
Summit Partners, L.P.    SV VI-B Bennington Holdings, L.P.
Summit Partners, LP Profit Sharing Plan and Trust    SV VI-B CAM Blocker Corp.
Summit Partners, LP Savings and Investment Plan    SV VI-B CAM Holdings, L.P.
Summit Partners, Ltd.    SV VI-B CD Blocker Corp.
Summit Retained Earnings, L.P.    SV VI-B CD Holdings, L.P.
Summit Subordinated Debt Fund II, L.P.    SV VI-B Commnet Common Blocker Corp.
Summit Subordinated Debt Fund III-A, L.P.    SV VI-B Commnet Holdings, L.P.
Summit Subordinated Debt Fund III-B, L.P.    SV VI-B Commnet Preferred Blocker Corp.
Summit Subordinated Debt Fund, L.P.    SV VI-B Eyeglass Holdings, L.P.
Summit TRI, L.P.    SV VI-B Focus Blocker Corp.
Summit UK Advisory LLC    SV VI-B Focus Holdings, L.P
Summit V Advisors Fund QP, L.P.    SV VI-B LiteCure Blocker Corp.
Summit V Advisors Fund, L.P.    SV VI-B LiteCure, L.P.
Summit V Companion Fund, L.P.    SV VI-B Tippmann Holdings. L.P.
Summit Ventures II, L.P.    SV VI-B Tivoli Blocker Corp.
Summit Ventures III, L.P.    SV VI-B Tivoli Holdings, LP
Summit Ventures IV, L.P.    SWC Holdings CO.


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 27 day of August, 2008.

 

 

/s/ Gregory M. Avis

 

Gregory M. Avis

 

 

State of California                          )  

  
 

) ss:

  
 

County of San Mateo                    )

  

On this 27 day of August, 2008, before me personally came Gregory M. Avis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Lisa Franco

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ John R. Carroll

 

John R. Carroll

 

 

Commonwealth of Massachusetts )  

  
 

) ss:

  
 

County of Suffolk                          )

  

On this 15 day of September, 2008, before me personally came John R. Carroll, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Peter Danbridge

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.

 

 

/s/ Peter Y. Chung

 

Peter Y. Chung

 

 

State of California                          )  

  
 

) ss:

  
 

County of San Mateo                    )

  

On this 18 day of August, 2008, before me personally came Peter Y. Chung, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Elisa Leonhardt

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5 day of Sept., 2008.

 

 

/s/ Scott C. Collins

 

Scott C. Collins

 

 

Kingdom of England                 )  

  
 

) ss:

  
 

City of London                          )

  

On this 5th day of September, 2008, before me personally came Scott C. Collins, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Edward Gardiner

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Christopher J. Dean

 

Christopher J. Dean

 

 

Commonwealth of Massachusetts )  

  
 

) ss:

  
 

County of Suffolk                          )

  

On this 15 day of September, 2008, before me personally came Christopher J. Dean, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Peter Danbridge

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Bruce R. Evans

 

Bruce R. Evans

 

 

Commonwealth of Massachusetts )  

  
 

) ss:

  
 

County of Suffolk                          )

  

On this 15 day of September, 2008, before me personally came Bruce R. Evans, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Peter Danbridge

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.

 

 

/s/ Charles J. Fitzgerald

 

Charles J. Fitzgerald

 

 

State of California                          )  

  
 

) ss:

  
 

County of San Mateo                    )

  

On this 18 day of August, 2008, before me personally came Charles J. Fitzgerald, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Elisa Leonhardt

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21 day of August, 2008.

 

 

/s/ Craig D. Frances

 

Craig D. Frances

 

 

State of California                          )  

  
 

) ss:

  
 

County of San Mateo                    )

  

On this 21 day of August, 2008, before me personally came Craig D. Frances, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Elisa Leonhardt

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Thomas H. Jennings

 

Thomas H. Jennings

 

 

Commonwealth of Massachusetts )  

  
 

) ss:

  
 

County of Suffolk                          )

  

On this 15 day of September, 2008, before me personally came Thomas H. Jennings, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Peter Danbridge

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.

 

 

/s/ Walter G. Kortschak

 

Walter G. Kortschak

 

 

State of California                          )  

  
 

) ss:

  
 

County of San Mateo                    )

  

On this 18 day of August, 2008, before me personally came Walter G. Kortschak, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Elisa Leonhardt

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5th day of September, 2008.

 

 

/s/ Sotiris T. Lyritzis

 

Sotiris T. Lyritzis

 

 

Kingdom of England                 )  

  
 

) ss:

  
 

City of London                          )

  

On this 5th day of September, 2008, before me personally came Sotiris T. Lyritzis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Edward Gardiner

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Martin J. Mannion

 

Martin J. Mannion

 

 

Commonwealth of Massachusetts )  

  
 

) ss:

  
 

County of Suffolk                          )

  

On this 15 day of September, 2008, before me personally came Martin J. Mannion, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Peter Danbridge

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12 day of August, 2008.

 

 

/s/ Harrison B. Miller

 

Harrison B. Miller

 

 

State of California                          )  

  
 

) ss:

  
 

County of San Mateo                    )

  

On this 12 day of August, 2008, before me personally came Harrison B. Miller, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Lisa Franco

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Kevin P. Mohan

 

Kevin P. Mohan

 

 

Commonwealth of Massachusetts )  

  
 

) ss:

  
 

County of Suffolk                          )

  

On this 15 day of September, 2008, before me personally came Kevin P. Mohan, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Peter Danbridge

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Thomas S. Roberts

 

Thomas S. Roberts

 

 

Commonwealth of Massachusetts )  

  
 

) ss:

  
 

County of Suffolk                          )

  

On this 15 day of September, 2008, before me personally came Thomas S. Roberts, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Peter Danbridge

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10 day of September, 2008.

 

 

/s/ E. Roe Stamps

 

E. Roe Stamps

 

 

State of Florida                                )  

  
 

) ss:

  
 

County of Monroe                           )

  

On this 10 day of September, 2008, before me personally came E. Roe Stamps, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Joanne Muniz

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Joseph F. Trustey

 

Joseph F. Trustey

 

 

Commonwealth of Massachusetts )  

  
 

) ss:

  
 

County of Suffolk                          )

  

On this 15 day of September, 2008, before me personally came Joseph F. Trustey, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Peter Danbridge

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Stephen G. Woodsum

 

Stephen G. Woodsum

 

 

Commonwealth of Massachusetts )  

  
 

) ss:

  
 

Country of Suffolk                        )

  

On this 15 day of September, 2008, before me personally came

Stephen G. Woodsum, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Peter Danbridge

 

Notary Public


IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of December, 2010.

 

 

/s/ Joseph J. Kardwell

 

Joseph J. Kardwell

 

 

Commonwealth of Massachusetts )  

  
 

) ss:

  
 

Country of Suffolk                        )

  

On this 9 day of December, 2010, before me personally came Joseph J. Kardwell, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

 

[Notary Seal]

 

/s/ Ma Laarni Canoy

 

Notary Public