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October 7, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549-4561
Mail Stop 4561
RE: | Mavenir Systems, Inc. |
Registration Statement on Form S-1
First Submitted Confidentially on December 20, 2012
Second Confidential Submission of February 6, 2013
Third Confidential Submission of February 8, 2013
Fourth Confidential Submission of April 10, 2013
Fifth Confidential Submission of May 6, 2013
Sixth Confidential Submission of September 23, 2013
Filed Publicly on October 4, 2013
CIK No. 1361470, File No. 333-191563
Ladies and Gentlemen:
We are submitting this letter on behalf of our client, Mavenir Systems, Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated October 3, 2013 (the “Staff Letter”) relating to the above-referenced submissions and filings (the “Previous Submissions and Filings”). The Company is concurrently filing an amended registration statement on Form S-1 (“Amendment No. 1”, together with the Previous Submissions and Filings, the “Registration Statement”).
In this letter, we have reproduced the comments from the Staff Letter in italicized, bold type and followed each comment with the Company’s response. Except as otherwise specifically indicated, page references in our responses correspond to the pages of Amendment No. 1.
Determination of the Fair Value of Common Stock on Grant or Modification Dates, page 70
1. | The tabular disclosure on page 70 indicates that you granted 209,000 options on May 8, 2013. Please update your disclosure to discuss the valuation associated with this grant. |
Austin Beijing Dallas Houston London New York Research Triangle Park The Woodlands Washington, DC
Securities and Exchange Commission
Re: Mavenir Systems, Inc.
October 7, 2013
Page 2
Response:The Company respectfully advises the Staff that its Board of Directors considered the valuation report of March 8, 2013 and other factors described on pages 74 and 75 of the Registration Statement in determining the fair market value of the Company’s common stock in connection with the May 8, 2013 grant of 209,250 options. This is now clarified on page 74 of the Registration Statement.
2. | We note your disclosure on page 76 describes option grants made on August 7, 2013 that include an exercise price equal to the IPO price. When your IPO price is known, please update your disclosure to indicate the expected compensation expense associated with this grant. Additionally, please describe the vesting terms and other material information with respect to these options. Finally, expand your discussion of the material terms of the grants on page 123. |
Response:With respect to the August 7, 2013 option grants, the Company (1) considered Accounting Standards Codification (ASC) 718-10-55-83 and concluded that the grant date has not yet occurred and will occur in the future when the IPO price is determined, and (2) reviewed the criteria of ASC 718-10-55-108 and concluded that the service inception date preceded the grant date for such options. The result is that these options are subject to variable accounting and will be subject to remeasurement at the end of each reporting period until the IPO is completed, at which time they will become subject to fixed accounting. The Company respectfully advises the Staff that it will update its disclosure regarding the August 7, 2013 option grants to indicate the expected compensation expense when its IPO price is known.
In addition, the Company has revised pages 76 and 123 of the Registration Statement in response to the Staff’s comment.
Stock Option Plan, page F-31
3. | We note that you removed disclosure required by ASC 718-10-50-2(d)(1) and 2(e)(1) and (2). Please revise to include all of the disclosures required by ASC 718-10-50-2, as applicable. |
Response:The Company has revised the Registration Statement in response to the Staff’s comment. Please see pages F-31 and F-32.
Item 15. Recent Sales of Unregistered Securities, page II-2
4. | Please add disclosure regarding the August 7, 2013 option grant. See Item 701 of Regulation S-K. |
Securities and Exchange Commission
Re: Mavenir Systems, Inc.
October 7, 2013
Page 3
Response:The required disclosure is now included on page II-2 of the Registration Statement.
Please refer any questions to the undersigned at (512) 320-9229.
Respectfully submitted, |
Andrews Kurth LLP |
/s/ Alan Bickerstaff |
Alan Bickerstaff |