SEC FORM 4

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^*

Hower Robert

(Last)

(First)

(Middle)

C/O ADVANCED TECHNOLOGY VENTURES

1000 WINTER STREET, SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACME PACKET INC [ APKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2007		J⁽¹⁾		523	A	⁽²⁾	38,509	D
Common Stock								4,473,655	I	By fund⁽³⁾
Common Stock								179,525	I	By fund⁽⁴⁾
Common Stock								86,291	I	By fund⁽⁵⁾
Common Stock	08/06/2007		S		5,656	D	$12.09	26,659	I	By fund⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a change in the form of beneficial ownership from indirect to direct by virtue of a pro-rata distribution of Common Stock by ATV Associates VII, L.L.C. ("ATV Associates"). Such shares were received by ATV Associates by virtue of pro-rata distributions of Common Stock by Advanced Technology Ventures VII, L.P. ("ATV VII"), Advanced Technology Ventures VII (B), L.P. ("ATV VII(B)"), Advanced Technology Ventures VII (C), L.P. ("ATV VII(C)") and ATV Entrepeneurs VII, L.P. ("ATVE VII"), effected on August 3, 2007. ATV Associates serves as the sole general partner of each of ATV VII, ATV VII(B), ATV VII(C) and ATVE VII. Mr. Hower is a Managing Director of ATV Associates.

2. Not applicable.

3. 4,473,655 shares have been retained by ATV VII after the pro-rata distribution of 958,618 shares of Common Stock, effected on August 3, 2007. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

4. 179,525 shares have been retained by ATV VII(B) after the pro-rata distribution of 38,469 shares of Common Stock, effected on August 3, 2007. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

5. 86,291 shares have been retained by ATV VII(C) after the pro-rata distribution of 18,491 shares of Common Stock, effected on August 3, 2007. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

6. 26,659 shares have been retained by ATVE VII after the open-market sale of 5,656 shares of Common Stock and distribution of 57 shares of Common Stock to its general partner, ATV Associates VII, L.L.C. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Robert C. Hower	08/07/2007
	** 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).
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