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^*

Bitan Giora

(Last)

(First)

(Middle)

C/O VERAZ NETWORKS, INC.

926 ROCK AVENUE, SUITE 20

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Veraz Networks, Inc. [ VRAZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2007

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	04/11/2007		C		5,827,504	A	⁽¹⁾	12,525,530	I	Held by ECI Telecom Ltd.⁽²⁾
Common Stock	04/11/2007		C		666,666	A	⁽³⁾	13,192,196	I	Held by ECI Telecom Ltd.⁽²⁾
Common Stock	04/11/2007		S		2,250,000	D	⁽⁵⁾	10,942,196	I	Held by ECI Telecom Ltd.⁽²⁾

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)
Series C Preferred Stock	⁽¹⁾	04/11/2007		C			5,827,504	⁽¹⁾	⁽¹⁾	Common Stock	5,827,504	$0	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽³⁾	04/11/2007		C			509,684	⁽³⁾	⁽³⁾	Common Stock	666,666	$0	0	I	See Footnote⁽²⁾
Series B-1 Preferred Stock	⁽⁴⁾	04/11/2007		J			9,000,000	⁽⁴⁾	⁽⁴⁾	See Footnote⁽⁴⁾	0	⁽⁴⁾	0	I	See Footnote⁽²⁾

Explanation of Responses:

1. Each share of Series C Preferred Stock converted into one share of common stock upon the closing of the Issuer's public offering, was convertible at any time at the election of the holder, and has no expiration date.

2. The following individuals, who are collectively ECI Telecom Ltd.'s board of directors, maintain the voting and/or dispositive powers over these shares: Shlomo Dovrat, Michael J. Anghel, Raanan Cohen, Eyal Desheh, Yocheved Dvir, Craig Erlich, Avraham Fischer, Colin R. Green, Jonathan B. Kolber, Niel Ransom, Casimir Skrzypczak and Gerd Tenzer. Mr. Bitan is the CFO of ECI Telecom Ltd. Mr. Bitan disclaims beneficial ownership of these securities.

3. These securities automatically converted into common stock of the Issuer on a 1 to 1.308000 basis upon the closing of the Issuer's initial public offering and had no expiration date.

4. These securities were automatically redeemed for the par value of $0.001 per share upon the closing of the Issuer's initial public offering. These securities were not convertible into any other securities of the Issuer.

5. Sold in connection with the Issuer's initial public offering.

	/s/ Giora Bitan	04/11/2007
	** 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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