SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
PROCERA NETWORKS, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
74269U 10 4
- ------------------------------------------------------------------------------
(CUSIP Number)
Barry L. Fischer
Thompson Coburn Fagel Haber
55 East Monroe Street
Suite 3700
Chicago, IL 60603
(312) 346-7500
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 2, 2010
- ------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), (f) or (g), check the following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are being sent.
<FN>
*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).
CUSIP No. 590418109
===============================================================================
1 NAMES OF REPORTING PERSON
Individual Retirement Accounts for the benefit of Ronald L. Chez and
Ronald L. Chez Individually
===============================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(See Instructions) (b)[ ]
===============================================================================
3 SEC USE ONLY
===============================================================================
4 SOURCE OF FUNDS (See Instructions)
PF
===============================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
===============================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
===============================================================================
7 SOLE VOTING POWER
7,735,600
NUMBER OF
SHARES ==========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING ==========================================================
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
==========================================================
10 SHARED DISPOSITIVE POWER
7,735,600
===============================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,735,600
===============================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
===============================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%(1)
===============================================================================
14 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
<FN>
- ---------------------------------
(1) Based upon 112,082,724 shares of the Issuer's common stock issued
and outstanding as of August 6, 2010, as reported on the Issuer's Form 10-Q
for the quarterly period ended June 30, 2010.
-2-
Pursuant to Rule 13d-1 of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned, Ronald L. Chez (the "Reporting Person") hereby files this
Schedule 13D.
ITEM 1. SECURITY AND ISSUER:
This Schedule 13D relates to the Common Stock, Par Value $0.001 per
share ("Common Stock") of Procera Networks, Inc. (the "Company"). The
principal executive offices of the Company are located at 100-C Cooper Court,
Los Gatos, California.
ITEM 2. IDENTITY AND BACKGROUND:
(a)-(b)-(c) The Reporting Person is an individual whose principal
occupation is an investor and his business address is in Chicago, Illinois.
(d)-(e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) The Reporting Person is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The $4,207,069 used by the Reporting Person to purchase the Common
Stock of the Company that require the filing of this Schedule 13D are personal
funds, including amounts held by an individual retirement account for the
benefit of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION:
The shares of the Common Stock of the Company to which this statement
relates have been acquired by the Reporting Person for investment purposes.
The Reporting Person may give consideration to acquiring a more significant
voice in the Company's management and/or becoming a director of the Company,
but he has not yet made that determination. It is possible that at a future
date the Reporting Person might decide to sell shares of the Common Stock or
to acquire additional shares of the Common Stock through open market or
privately negotiated transactions. Any such future decisions will be made by
the Reporting Person in light of the then current financial conditions and
prospects of the Company, the market value of the Common Stock, the financial
condition of the Reporting Person and other relevant factors. Except as noted
above, the Reporting Person has not formulated any plans or proposals which
relate to or would result in:
-3-
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management of
the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure, including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by Section 13 of
the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person; causing a class of securities of the
issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a) This statement relates to 7,735,600 shares of Common Stock
owned by the Reporting Person. Based on the Company's Form 10-Q for the
quarterly period ended June 30, 2010, 112,082,724 shares of Common Stock were
outstanding as of August 6, 2010. Therefore, the 7,735,600 shares of Common
Stock reported on this Schedule 13D represents approximately 6.9% of the
Company's outstanding shares.
(b) The Reporting Person has the sole power (and no shared power)
to vote, dispose of or direct the disposition of the Common Stock.
-4-
(c) During the past 60 days, the Reporting Person effected the
following purchases in the Company's securities, each through open market
transactions, on the dates, in the amounts, and at the prices shown below:
Date Number Price per
of Shares share
6/21/2010 14,000 $0.42
6/22/2010 28,100 $0.42
6/25/2010 21,500 $0.41
6/28/2010 40,100 $0.4091
6/29/2010 5,000 $0.4269
6/29/2010 4,000 $0.43
7/1/2010 85,000 $0.4260
7/2/2010 62,000 $0.4231
7/6/2010 109,000 $0.4184
7/7/2010 67,000 $0.42
7/8/2010 15,700 $0.42
7/12/2010 21,100 $0.4392
7/13/2010 41,600 $0.4700
7/14/2010 36,300 $0.4558
7/15/2010 10,000 $0.4792
7/16/2010 300,000 $0.4668
7/19/2010 255,000 $0.4599
7/19/2010 5,000 $0.44
7/21/2010 10,000 $0.4322
7/22/2010 535,000 $0.4807
7/23/2010 364,000 $0.5649
7/23/2010 91,500 $0.5585
7/26/2010 252,700 $0.5747
7/27/2010 400,000 $0.5541
7/27/2010 45,000 $0.5396
7/28/2010 730,000 $0.5695
7/28/2010 2,000 $0.5525
7/29/2010 200,000 $0.5563
7/29/2010 22,500 $0.56
7/30/2010 720,000 $0.5621
7/30/2010 10,000 $0.5799
8/2/2010 1,700,000 $0.5999
8/2/2010 22,000 $0.588
8/3/2010 51,500 $0.62
8/4/2010 310,600 $0.6349
-5-
Date Number Price per
of Shares share
8/5/2010 212,000 $0.6254
8/5/2010 500 $0.6209
8/6/2010 180,000 $0.5650
8/6/2010 89,700 $0.5884
8/9/2010 55,400 $0.5723
8/9/2010 9,100 $0.5864
8/10/2010 137,300 $0.5437
8/10/2010 100,000 $0.5400
8/11/2010 113,000 $0.5121
8/11/2010 6,000 $0.5110
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER:
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Not applicable.
-6-
SIGNATURE
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.
Dated as of August 12, 2010
/s/ Ronald L. Chez
---------------------------
Ronald L. Chez
-7-