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
Veraz Networks, Inc. [ VRAZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/09/2007 | ||||||||||||||||||||||||||
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 | 11/09/2007 | P | 10,000 | A | $4.6135 | 10,000 | D | |||
Common Stock | 915,523 | I | See footnote(1) | |||||||
Common Stock | 1,313,008 | I | See footnote(2) | |||||||
Common Stock | 45,850 | I | See footnote(3) | |||||||
Common Stock | 82,634 | I | See footnote(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 |
Explanation of Responses: |
1. Held by Star Bay Technology Ventures IV, L.P. Mr. Levensohn is the Managing Partner of Levensohn Venture Partners, LLC, which is the Managing Member of Star Bay Technology Ventures IV, L.P. and Mr. Levensohn is also the Managing Partner of Levensohn Capital Partners II LLC and APH Capital Management LLC, each the General Partner of Star Bay Technology Ventures IV, L.P. Mr. Levensohn may be deemed to share dispositive and voting power over these shares. Mr. Levensohn disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
2. Held by Star Bay Partners, L.P. Mr. Levensohn is the Managing Partner of Levensohn Venture Partners, LLC, which is the Managing Member of Star Bay Partners, L.P. and Mr. Levensohn is also the Managing Partner of Levensohn Capital Partners II LLC and APH Capital Management LLC, each the General Partner of Star Bay Partners, L.P. Mr. Levensohn may be deemed to share dispositive and voting power over these shares. Mr. Levensohn disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
3. Held by Star Bay Associates Fund, L.P. Mr. Levensohn is the Managing Partner of Levensohn Venture Partners, LLC, which is the General Partner of Star Bay Associates Fund, L.P. Mr. Levensohn may be deemed to share dispositive and voting power over these shares. Mr. Levensohn disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
4. Held by Star Bay Entrepreneurs Fund, L.P. Mr. Levensohn is the Managing Partner of Levensohn Venture Partners, LLC, which is the General Partner of Star Bay Entrepreneurs Fund, L.P. Mr. Levensohn may be deemed to share dispositive and voting power over these shares. Mr. Levensohn disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
/s/ Eric C. Schlezinger, Power of Attorney for Pascal Levensohn | 11/09/2007 | |
** 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). | ||
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. |