|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
Series A Preferred Stock | (4) | 10/19/2011 | C | 23,992,929 | (4) | (4) | Common Stock | 23,992,929 | $ 0 | 0 | I | Manager of GP of 10% owner. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SUMMIT PARTNERS L P 222 BERKELEY STREET 18TH FLOOR BOSTON, MA 02116 |
Manager of GP of 10% Owner | |||
Summit Partners PE VII, L.P. 222 BERKELEY STREET 18TH FLOOR BOSTON, MA 02116 |
Other (GP of 10% Owner) | |||
Summit Partners PE VII, LLC 222 BERKELEY STREET 18TH FLOOR BOSTON, MA 02116 |
Other (Indirect GP of 10% Owne | |||
Summit Investors Management, LLC 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
Other (Manager of GP of 10% Ow | |||
MANNION MARTIN J C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
Manager of GP of 10% owner | |||
EVANS BRUCE R C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
Manager of GP of 10% owner |
Summit Partners, L.P., by Summit Master Company, LLC, Its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member | 10/21/2011 | |
**Signature of Reporting Person | Date | |
Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member | 10/21/2011 | |
**Signature of Reporting Person | Date | |
Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member | 10/21/2011 | |
**Signature of Reporting Person | Date | |
Summit Investors Management, LLC, its GP, by Summit Partners, L.P.its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member | 10/21/2011 | |
**Signature of Reporting Person | Date | |
Robin W. Devereux, Power of Attorney for Martin J. Mannion | 10/21/2011 | |
**Signature of Reporting Person | Date | |
Robin W. Devereux, Power of Attorney for Bruce R. Evans | 10/21/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares acquired by the following entities: 14,942,702 shares of common stock in the name of Summit Partners Private Equity Fund VII-A, L.P., 8,974,825 shares of common stock in the name of Summit Partners Private Equity Fund VII-B, L.P., 68,917 shares of common stock in the name of Summit Investors I, LLC and 6,485 shares of common stock in the name of Summit Investors I (UK), L.P. |
(2) | Represents shares sold by the following entities: 1,769,770 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 1,062,952 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 8,162 shares of common stock sold by Summit Investors I, LLC and 768 shares of common stock sold by Summit Investors I (UK), L.P. |
(3) | Represents shares held by the following entities: 13,172,932 shares of common stock in the name of Summit Partners Private Equity Fund VII-A, L.P., 7,911,873 shares of common stock in the name of Summit Partners Private Equity Fund VII-B, L.P., 60,755 shares of common stock in the name of Summit Investors I, LLC and 5,717 shares of common stock in the name of Summit Investors I (UK), L.P. |
(4) | The Series A Preferred Stock converted into Ubiquiti Networks, Inc. common stock on a one-for-one basis, and had no expiration date. |
(5) | Represents shares held by the following entities: 14,942,702 shares of common stock in the name of Summit Partners Private Equity Fund VII-A, L.P., 8,974,825 shares of common stock in the name of Summit Partners Private Equity Fund VII-B, L.P., 68,917 shares of common stock in the name of Summit Investors I, LLC and 6,485 shares of common stock in the name of Summit Investors I (UK), L.P. |
Remarks: The entities mentioned in Footnote 1 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC., and the general partner of Summit Investors I (UK), L.P. Summit Partners, L.P., through a two-person investment committee, currently composed of Martin J. Mannion and Bruce R. Evans, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the Summit Entities and Messrs. Mannion and Evans disclaim beneficial ownership of shares, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Person's pecuniary interest therein. |