| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MAVENIR SYSTEMS INC [ MVNR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/29/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/29/2015 | U | 2,903,831 | D | $17.55(1) | 0 | I(2) | See footnotes(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares are being disposed of upon the completion of an exchange offer by Mitel Networks Corporation ("Mitel") and Roadster Subsidiary Corporation to purchase all of the issued and outstanding shares of common stock of the Issuer, pursuant to an Agreement and Plan of Merger dated February 28, 2015 and amended through the date of this form. The tender price per share of the shares of common stock is (i) $17.55 in cash; or (ii) 1.8320 shares of common stock of Mitel, at the election of the holder and subject to proration. |
| 2. Such shares of common stock are held of record by August Capital V Special Opportunities, L.P. ("August V Special Opportunities"), as nominee for August Capital V Special Opportunities, August Capital Strategic Partners V, L.P. ("August Strategic V") and related individuals. August Capital Management V, L.L.C. ("ACM V"), the general partner of August V Special Opportunities and August Strategic V, may be deemed to have sole voting and investment power over the reported shares of the Issuer's common stock. |
| 3. Howard Hartenbaum, David M. Hornik, John R. Johnston, David F. Marquardt and Vivek Mehra, as members of ACM V, share voting and investment power over the reported shares of the Issuer's common stock. August V Special Opportunities, August Strategic V, ACM V and each of its members disclaim 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 August V Special Opportunities, August Strategic V, ACM V or any of its members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| Remarks: |
| /s/ Jeffrey Bloom, by power of attorney for August Capital Management V, L.L.C. | 04/30/2015 | |
| /s/ Jeffrey Bloom, by power of attorney for August Capital Management V, L.L.C., the General Partner of August Capital V Special Opportunities, L.P. | 04/30/2015 | |
| /s/ Jeffrey Bloom, by power of attorney for Howard Hartenbaum | 04/30/2015 | |
| /s/ Jeffrey Bloom, by power of attorney for David M. Hornik | 04/30/2015 | |
| /s/ Jeffrey Bloom, by power of attorney for John R. Johnston | 04/30/2015 | |
| /s/ Jeffrey Bloom, by power of attorney for David F. Marquardt | 04/30/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
