SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Alloy Ventures 2005, LLC

(Last)

(First)

(Middle)

400 HAMILTON AVENUE, 4TH FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2013

3. Issuer Name and Ticker or Trading Symbol
MAVENIR SYSTEMS INC [ MVNR ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	284,927	⁽²⁾	I	By Alloy Ventures 2005, L.P.⁽¹⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,756,324	⁽³⁾	I	By Alloy Ventures 2005, L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	471,314	⁽⁴⁾	I	By Alloy Ventures 2005, L.P.⁽¹⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	267,403	⁽⁵⁾	I	By Alloy Ventures 2005, L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	270,637	⁽⁶⁾	I	By Alloy Ventures 2005, L.P.⁽¹⁾

1. Name and Address of Reporting Person^*

Alloy Ventures 2005, LLC

(Last)

(First)

(Middle)

400 HAMILTON AVENUE, 4TH FLOOR

(Street)

PALO ALTO

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^*

ALLOY VENTURES 2005 LP

(Last)

(First)

(Middle)

400 HAMILTON AVENUE, 4TH FLOOR

(Street)

PALO ALTO

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^*

TAYLOR CRAIG C

(Last)

(First)

(Middle)

400 HAMILTON AVENUE, 4TH FLOOR

(Street)

PALO ALTO

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^*

KELLY DOUGLAS E

(Last)

(First)

(Middle)

400 HAMILTON AVENUE, 4TH FLOOR

(Street)

PALO ALTO

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^*

Shoch John

(Last)

(First)

(Middle)

400 HAMILTON AVENUE, 4TH FLOOR

(Street)

PALO ALTO

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^*

Di Bona Tony

(Last)

(First)

(Middle)

400 HAMILTON AVENUE, 4TH FLOOR

(Street)

PALO ALTO

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^*

Rubin Daniel

(Last)

(First)

(Middle)

400 HAMILTON AVENUE, 4TH FLOOR

(Street)

PALO ALTO

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^*

Hunkapiller Michael

(Last)

(First)

(Middle)

400 HAMILTON AVENUE, 4TH FLOOR

(Street)

PALO ALTO

94301

(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. All shares are held of record by Alloy Ventures 2005, L.P. ("Alloy Ventures 2005"). Craig C. Taylor, Douglas E. Kelly, John F. Shoch, Tony Di Bona, Daniel Rubin, Michael W. Hunkapiller and Ammar H. Hanafi are the managing members of Alloy Ventures 2005, LLC, the general partner of Alloy Ventures 2005, and may be deemed to share voting and dispositive power over the shares held by Alloy Ventures 2005. Each of the Reporting Persons disclaims beneficial ownership of these shares of the Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

2. The Series A Convertible Preferred Stock is convertible at any time, will automatically convert into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

3. The Series B Convertible Preferred Stock is convertible at any time, will automatically convert into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

4. The Series C Convertible Preferred Stock is convertible at any time, will automatically convert into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

5. The Series D Convertible Preferred Stock is convertible at any time, will automatically convert into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

6. The Series E Convertible Preferred Stock is convertible at any time, will automatically convert into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

Remarks:

Exhibit 24.1 - Confirming Statement

	/s/ Sam Garrett for Alloy Ventures 2005, LLC	11/06/2013
	/s/ Sam Garrett for Alloy Ventures 2005, LLC, the General Partner of Alloy Ventures 2005, L.P.	11/06/2013
	/s/ Sam Garrett for Craig C. Taylor	11/06/2013
	/s/ Sam Garrett for Douglas E. Kelly	11/06/2013
	/s/ Sam Garrett for John F. Shoch	11/06/2013
	/s/ Sam Garrett for Tony Di Bona	11/06/2013
	/s/ Sam Garrett for Daniel Rubin	11/06/2013
	/s/ Sam Garrett for Michael W. Hunkapiller	11/06/2013
	** 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 5 (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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