SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Mavenir Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
577675101
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ | Rule 13d-1(b) |
¨ | Rule 13d-1(c) |
x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page1 of 15 Pages
Exhibit Index Contained on Page 14
CUSIP NO. 577675101 | 13 G | Page 2 of 15 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON August Capital V Special Opportunities, L.P. (“August V Special Opportunities”) | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 2,858,996 shares, except that August Capital Management V, L.L.C. (“ACM V”), the general partner of August V Special Opportunities, may be deemed to have sole power to vote these shares, and Howard Hartenbaum (“Hartenbaum”), David M. Hornik (“Hornik”), John R. Johnston (“Johnston”), David F. Marquardt (“Marquardt”) and Vivek Mehra (“Mehra”), the members of ACM V, may be deemed to have shared power to vote these shares.
|
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 2,858,996 shares, except that ACM V, the general partner of August V Special Opportunities, may be deemed to have sole power to dispose of these shares, and Hartenbaum, Hornik, Johnston, Marquardt and Mehra, the members of ACM V, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,858,996 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 9.9% |
12 | TYPE OF REPORTING PERSON* | PN |
CUSIP NO. 577675101 | 13 G | Page 3 of 15 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON August Capital Strategic Partners V, L.P. (“August Strategic V”) | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 24,436 shares, except that ACM V, the general partner of August Strategic V, may be deemed to have sole power to vote these shares, and Hartenbaum, Hornik, Johnston, Marquardt and Mehra, the members of ACM V, may be deemed to have shared power to vote shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 24,436 shares, except that ACM V, the general partner of August Strategic V, may be deemed to have sole power to dispose of these shares, and Hartenbaum, Hornik, Johnston, Marquardt and Mehra, the members of ACM V, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 24,436 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.1% |
12 | TYPE OF REPORTING PERSON* | PN |
CUSIP NO. 577675101 | 13 G | Page 4 of 15 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON August Capital Management V, L.L.C. (“ACM V”) | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. ACM V, the general partner of August V Special Opportunities and August Strategic V, may be deemed to have sole power to vote these shares, and Hartenbaum, Hornik, Johnston, Marquardt and Mehra, the members of ACM V, may be deemed to have shared power to vote these shares.
|
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. ACM V, the general partner of August V Special Opportunities and August Strategic V, may be deemed to have sole power to dispose of these shares, and Hartenbaum, Hornik, Johnston, Marquardt and Mehra, the members of ACM V, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,903,831 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 10.0% |
12 | TYPE OF REPORTING PERSON* | OO |
CUSIP NO. 577675101 | 13 G | Page 5 of 15 |
1 | NAME OF REPORTING PERSON Howard Hartenbaum (“Hartenbaum”) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 shares
|
6 | SHARED VOTING POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. Hartenbaum is a member of ACM V, the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have shared power to vote these shares. | |
7 | SOLE DISPOSITIVE POWER 0 shares | |
8 | SHARED DISPOSITIVE POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. Hartenbaum is a member of ACM V, the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have shared power to dispose of these shares. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,903,831 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 10.0% |
12 | TYPE OF REPORTING PERSON* | IN |
CUSIP NO. 577675101 | 13 G | Page 6 of 15 |
1 | NAME OF REPORTING PERSON David M. Hornik (“Hornik”) | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 shares
|
6 | SHARED VOTING POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. Hornik is a member of ACM V, the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have shared power to vote these shares. | |
7 | SOLE DISPOSITIVE POWER 0 shares | |
8 | SHARED DISPOSITIVE POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. Hornik is a member of ACM V, the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have shared power to dispose of these shares. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,903,831 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 10.0% |
12 | TYPE OF REPORTING PERSON* | IN |
CUSIP NO. 577675101 | 13 G | Page 7 of 15 |
1 | NAME OF REPORTING PERSON John R. Johnston (“Johnston”) | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 shares
|
6 | SHARED VOTING POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. Johnston is a member of ACM V, the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have shared power to vote these shares. | |
7 | SOLE DISPOSITIVE POWER 0 shares | |
8 | SHARED DISPOSITIVE POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. Johnston is a member of ACM V, the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have shared power to dispose of these shares. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,903,831 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 10.0% |
12 | TYPE OF REPORTING PERSON* | IN |
CUSIP NO. 577675101 | 13 G | Page 8 of 15 |
1 | NAME OF REPORTING PERSON David F. Marquardt (“Marquardt”) | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 shares
|
6 | SHARED VOTING POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. Marquardt is a member of ACM V, the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have shared power to vote these shares. | |
7 | SOLE DISPOSITIVE POWER 0 shares | |
8 | SHARED DISPOSITIVE POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. Marquardt is a member of ACM V, the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have shared power to dispose of these shares. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,903,831 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 10.0% |
12 | TYPE OF REPORTING PERSON* | IN |
CUSIP NO. 577675101 | 13 G | Page 9 of 15 |
1 | NAME OF REPORTING PERSON Vivek Mehra (“Mehra”) | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 14,583 shares issuable pursuant to outstanding options exercisable within 60 days of December 31, 2014.
|
6 | SHARED VOTING POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. Mehra is a member of ACM V, the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have shared power to vote these shares. | |
7 | SOLE DISPOSITIVE POWER 14,583 shares issuable pursuant to outstanding options exercisable within 60 days of December 31, 2014. | |
8 | SHARED DISPOSITIVE POWER 2,903,831 shares, of which 2,858,996 shares are directly owned by August V Special Opportunities, 24,436 shares are directly owned by August Strategic V and 20,399 shares are held in nominee form for the benefit of persons associated with ACM V. Mehra is a member of ACM V, the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have shared power to dispose of these shares. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,918,414 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 10.1% |
12 | TYPE OF REPORTING PERSON* | IN |
CUSIP NO. 577675101 | 13 G | Page 10 of 15 |
This Amendment No. 1 amends and restates in its entirety the Schedule 13G previously filed by August Capital V Special Opportunities, L.P., a Delaware limited partnership (“August V Special Opportunities”), August Capital Strategic Partners V, L.P., a Delaware limited partnership (“August Strategic V”), and August Capital Management V, L.L.C., a Delaware limited liability company (“ACM V”),, and Howard Hartenbaum (“Hartenbaum”), David M. Hornik (“Hornik”), John R. Johnston (“Johnston”), David F. Marquardt (“Marquardt”), Vivek Mehra (“Mehra”) and Andrew S. Rappaport (“Rappaport”) (together with all prior and current amendments thereto, this “Schedule 13G”).
ITEM 1(A). | NAME OF ISSUER |
Mavenir Systems, Inc.
ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1700 International Parkway, Suite 200
Richardson, TX 75081
ITEM 2(A). | NAME OF PERSONS FILING |
This Schedule 13G is filed by August V Special Opportunities, August Strategic V, ACM V, Hartenbaum, Hornik, Johnston, Marquardt and Mehra. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
ACM V is the general partner of August V Special Opportunities and August Strategic V, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by August V Special Opportunities and August Strategic V. Hartenbaum, Hornik, Johnston, Marquardt and Mehra are members of ACM V, and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by August V Special Opportunities and August Strategic V.
ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
August Capital
2480 Sand Hill Road
Suite 101
Menlo Park, California 94025
ITEM 2(C) | CITIZENSHIP |
August V Special Opportunities and August Strategic V are Delaware limited partnerships. ACM V is a Delaware limited liability company. Hartenbaum, Hornik, Johnston, Marquardt and Mehra are United States citizens.
ITEM 2(D) | TITLE OF CLASS OF SECURITIES |
Common Stock, $0.001 par value
ITEM 2(E) | CUSIP NUMBER |
577675101
ITEM 3. | Not Applicable |
CUSIP NO. 577675101 | 13 G | Page 11 of 15 |
ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2014.
(a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting Person.
(b) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
(ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
(iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
(iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Under certain circumstances set forth in the limited partnership agreements of August V Special Opportunities and August Strategic V, and the limited liability company agreement of ACM V, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
CUSIP NO. 577675101 | 13 G | Page 12 of 15 |
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
ITEM 10. | CERTIFICATION. |
Not applicable.
CUSIP NO. 577675101 | 13 G | Page 13 of 15 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 4, 2015
August Capital V Special Opportunities, L.P. | ||
By: August Capital Management V, L.L.C. | ||
Its: General Partner | ||
By: | /s/ Jeffrey Bloom | |
Jeffrey Bloom, Attorney-in-fact* | ||
August Capital Strategic Partners V, L.P. | ||
By: August Capital Management V, L.L.C. | ||
Its: General Partner | ||
By: | /s/ Jeffrey Bloom | |
Jeffrey Bloom, Attorney-in-fact* | ||
August Capital Management V, L.L.C. | ||
By: | /s/ Jeffrey Bloom | |
Jeffrey Bloom, Attorney-in-fact* | ||
Howard Hartenbaum | ||
David M. Hornik | ||
John R. Johnston | ||
David F. Marquardt | ||
Vivek Mehra | ||
/s/ Jeffrey Bloom | ||
Jeffrey Bloom, Attorney-in-fact* |
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
CUSIP NO. 848637104 | 13 G | Page 14 of 15 |
EXHIBIT INDEX
Found on Sequentially | ||
Exhibit | Numbered Page | |
Exhibit A: Agreement of Joint Filing | 15 |
CUSIP NO. 848637104 | 13 G | Page 15 of 15 |
exhibit A
Agreement of Joint Filing
The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Mavenir Systems, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.