Acacia Communications (ACIA) Form 4/A Change in insider ownership (amended)

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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X

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^*

Matrix VIII US Management Co. LLC

(Last) (First) (Middle)

C/O MATRIX PARTNERS

101 MAIN STREET, 17TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Acacia Communications, Inc. [ ACIA ]

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)
02/26/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/28/2019

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	02/26/2019		J(1)		1,500,000	D	$0.00	2,146,247	I	By Matrix Partners VIII, L.P.(2)
Common Stock	02/26/2019		J(3)		827	D	$0.00	1,184	I	By Weston & Co. VIII, LLC(4)
Common Stock	02/26/2019		J(3)		827	A	$0.00	34,352	D
Common Stock	02/26/2019		J(5)		449,211(6)	A	$0.00	483,563	D
Common Stock	02/26/2019		J(7)		442,849	D	$0.00	40,714	D

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

Explanation of Responses:

1. Represents a pro-rata distribution, and not a purchase or sale, by Matrix Partners VIII, L.P. ("Matrix Partners VIII") without consideration, to its partners.

2. The shares are owned directly by Matrix Partners VIII. Matrix VIII US Management Co., L.L.C. ("Matrix VIII US Management Co.") is the General Partner of Matrix Partners VIII and disclaims beneficial ownership of the shares owned by Matrix Partners VIII except to the extent of its proportionate pecuniary interest therein. Mr. Reiss, a member of the Board of Directors of the Issuer and a managing member of Matrix VIII US Management Co., has sole voting and dispositive power with respect to these shares. Mr. Reiss disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. Re-registration of shares by Weston & Co. VIII L.L.C. ("Weston VIII"), without consideration, in the name of Matrix VIII US Management Co., the beneficial owner of those shares.

4. Matrix VIII US Management Co. is the beneficial owner of the shares reported herein as being held of record by Weston VIII, and disclaims beneficial ownership of the shares owned by Weston VIII except to the extent its proportionate pecuniary interest therein. Mr. Reiss, a member of the Board of Directors of the Issuer and a managing member of Matrix VIII US Management Co., has sole voting and dispositive power with respect to these shares. Mr. Reiss disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

5. Represents the shares received in connection with the pro-rata distribution by Matrix Partners VIII, without consideration to its partners.

6. This Amended Form 4 is being filed to correct a scrivener's error in the number of shares reported as being acquired in the original Form 4.

7. Represents pro-rata distribution by Matrix VIII US Management Co., without consideration, to its members.

Remarks:

	/s/ Stan Reiss, Managing Member of the Reporting Person	07/26/2019
	** 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).
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