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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MOBIUS TECHNOLOGY VENTURES VI LP (Last) (First) (Middle) 228 HAMILTON AVE. 3RD FLOOR (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TERABEAM, INC. [ TRBM ]	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) 05/12/2006
	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, par value $0.01 per share	05/12/2006		S		8,300	D	$2.5296	3,120,394(1)	I(2)(3)(4)(5)	See footnotes.(2)(3)(4)(5)

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

1. Name and Address of Reporting Person* MOBIUS TECHNOLOGY VENTURES VI LP (Last) (First) (Middle) 228 HAMILTON AVE. 3RD FLOOR (Street) PALO ALTO CA 94301 (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* MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L P (Last) (First) (Middle) TWO PALO ALTO SQUARE, SUITE 500 3000 EL CAMINO REAL (Street) PALO ALTO CA 94306 (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* MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L P (Last) (First) (Middle) TWO PALO ALTO SQUARE, SUITE 500 3000 EL CAMINO REAL (Street) PALO ALTO CA 94306 (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* SOFTBANK U S VENTURES VI L P (Last) (First) (Middle) TWO PALO ALTO SQUARE, SUITE 500 3000 EL CAMINO REAL (Street) PALO ALTO CA 94306 (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* MOBIUS VI LLC (Last) (First) (Middle) TWO PALO ALTO SQUARE, SUITE 500 3000 EL CAMINO REAL (Street) PALO ALTO CA 94306 (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* SOFTBANK TECHNOLOGY VENTURES V LP (Last) (First) (Middle) TWO PALO ALTO SQUARE, SUITE 500 3000 EL CAMINO REAL (Street) PALO ALTO CA 94306 (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* SOFTBANK TECHNOLOGY VENTURES ADVISORS FUND V LP (Last) (First) (Middle) TWO PALO ALTO SQUARE, SUITE 500 3000 EL CAMINO REAL (Street) PALO ALTO CA 94306 (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* SOFTBANK Technology Entrepreneurs Fund V, L.P. (Last) (First) (Middle) TWO PALO ALTO SQUARE, SUITE 500 3000 EL CAMINO REAL (Street) PALO ALTO CA 94306 (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* SBTV V LLC (Last) (First) (Middle) TWO PALO ALTO SQUARE, SUITE 500 3000 EL CAMINO REAL (Street) PALO ALTO CA 94306 (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. The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer?s outstanding common stock.

2. These shares are owned directly by the following entities: (i) 715,020 shares held by Mobius Technology Ventures VI, L.P. ("MTV"); (ii) 27,916 shares held by Mobius Technology Ventures Advisors Fund VI, L.P. ("MTAF"); (iii) 29,174 shares held by Mobius Technology Ventures Side Fund VI, L.P. ("MTSF"); (iv) 766,705 shares held by SOFTBANK US Ventures VI, L.P. ("SUSV"); (v) 1,513,023 shares held by SOFTBANK Technology Ventures V, L.P. ("STV"); (vi) 41,314 shares held by SOFTBANK Technology Advisors Fund V, L.P. ("STAF"), and (vii) 27,242 shares held by SOFTBANK Technology Entrepreneurs Fund V, L.P. ("STEF").

3. Mobius VI LLC ("Mobius"), as general partner of MTV, MTAF, MTSF and SUSV (the "Mobius VI Funds"), has an indirect interest in 1,538,815 of these shares. Mobius disclaims beneficial ownership with respect to all shares held of record by the Mobius VI Funds and the SBTV V Funds (as defined below), except, or as applicable, to the extent of its pecuniary interest therein. SBTV V LLC ("SBTV V"), as general partner of STV, STAF and STEF (the "SBTV V Funds"), has an indirect interest in 1,581,579 of these shares. SBTV V disclaims beneficial ownership with respect to all shares held of record by the Mobius VI Funds, except, or as applicable, to the extent of its pecuniary interest therein.

4. Bradley A. Feld ("BAF"), D. Rex Golding ("DRG"), and Jo Ann Heidi Roizen ("JR") are managing members of (i) Mobius, the general partner of each of the Mobius VI Funds, and (ii) SBTV V, the general partner of each of the SBTV V Funds, BAF, DRG , and JR disclaim beneficial ownership with respect to all of the 3,120,394 shares held of record by the Mobius VI Funds and the SBTV V Funds except, or as applicable to the extent of their pecuniary interests in the Mobius VI Funds and the SBTV V Funds.

5. Greg P. Galanos ("GPG") is a managing member of Mobius, the general partner of each of the Mobius VI Funds. GPG disclaims beneficial ownership with respect to all of the 1,538,815 shares held of record by the Mobius VI Funds except, or as applicable, to the extent of his pecuniary interests in the Mobius VI Funds. GPG disclaims all beneficial ownership and pecuniary interest with respect to the 1,581,579 shares held of record by the SBTV V Funds.

Remarks:

	/s/ Jason Mendelson as Attorney-in-Fact	05/16/2006
	** 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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