Foundation Capital Vi Form 4 Change in insider ownership

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^*

FOUNDATION CAPITAL MANAGEMENT CO IV LLC

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SILVER SPRING NETWORKS INC [ SSNI ]

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)
04/06/2016

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	04/06/2016		J(1)		219,925	D	$0.00	10,526,938	I	By Foundation Capital IV, L.P.(2)
Common Stock	04/06/2016		J(3)		663,179	D	$0.00	663,178	I	By Foundation Capital VI, L.P.(4)
Common Stock	04/06/2016		J(5)		86,732	A	$0.00	86,732	I	By Foundation Capital Management Co. VI, L.L.C.(4)
Common Stock	04/06/2016		J(6)		86,732	D	$0.00	0	I	By Foundation Capital Management Co. VI, L.L.C.(4)
Common Stock	04/06/2016		J(6)		231	A	$0.00	231	I	By Foundation Capital, LLC(7)
Common Stock								84,866	I	By: FC IV Active Advisors Fund, LLC(2)
Common Stock								91,204	I	By: Foundation Capital IV Principals Fund, LLC(2)
Common Stock								14,818	I	By: Foundation Capital VI Principals Fund, LLC(4)

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^*

FOUNDATION CAPITAL MANAGEMENT CO IV LLC

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FC IV ACTIVE ADVISORS FUND LLC

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foundation Capital IV Principals Fund, LLC

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL IV LP

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foundation Capital Management Co. VI, LLC

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foundation Capital VI Principals Fund, LLC

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL VI LP

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foundation Capital, LLC

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital IV, L.P. effected following the close of the trading market on April 6, 2016 without consideration to its limited partners.

2. Foundation Capital Management Co. IV, LLC is the general partner of Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland and Warren M. Weiss are managing members of Foundation Capital Management Co. IV, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. Warren M. Weiss is a director of the Issuer and, accordingly, files separate Section 16 reports. Each of the managing members of Foundation Capital Management Co. IV, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

3. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. effected following the close of the trading market on April 6, 2016 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C.

4. Foundation Capital Management Co. VI, LLC is the general partner of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve Vassallo are the managing members of Foundation Capital Management Co. VI, LLC and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Warren M. Weiss is a director of the Issuer and, accordingly, files separate Section 16 reports. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

5. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. described in footnote 3 above.

6. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, LLC effected following the close of the trading market on April 6, 2016 without consideration to its members.

7. Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve Vassallo are managers of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. IV, LLC and Foundation Capital Management Co. VI, LLC. As such, each of the managers may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC, Foundation Capital IV Principals Fund, LLC, Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managers disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member	04/07/2016
	/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. IV, LLC which serves as the Manager of FC IV Active Advisors Fund, LLC	04/07/2016
	/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. IV, LLC which serves as the Manager of Foundation Capital IV Principals Fund, LLC	04/07/2016
	/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. IV, LLC which serves as the General Partner of Foundation Capital IV, L.P	04/07/2016
	/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. VI, L.L.C.	04/07/2016
	/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. VI, LLC which serves as the Manager of Foundation Capital VI Principals Fund, L.L.C.	04/07/2016
	/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. VI, LLC which serves as the General Partner of Foundation Capital VI, L.P	04/07/2016
	/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Manager of Foundation Capital, LLC	04/07/2016
	** Signature of Reporting Person	Date
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