Edgar Filing: MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L P

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MOBIUS TECHNOLOGY VENTURES VI LP

2. Issuer Name and Ticker or Trading Symbol
TERABEAM, INC. [TRBM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

228 HAMILTON AVE., 3RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2006

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	10/17/2006		S		21,200	D	$ 2.5408	3,005,700 ⁽¹⁾	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	See footnotes. ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock, par value $0.01 per share	10/18/2006		S		6,516	D	$ 2.4453	2,999,184 ⁽¹⁾	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	See footnotes. ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

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)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MOBIUS TECHNOLOGY VENTURES VI LP 228 HAMILTON AVE. 3RD FLOOR PALO ALTO, CA 94301		X
SOFTBANK U S VENTURES VI L P 228 HAMILTON AVE. THIRD FLOOR PALO ALTO, CA 94301		X
MOBIUS VI LLC 228 HAMILTON AVE. THIRD FLOOR PALO ALTO, CA 94301		X
SOFTBANK TECHNOLOGY VENTURES V LP 228 HAMILTON AVE. THIRD FLOOR PALO ALTO, CA 94301		X
SOFTBANK TECHNOLOGY VENTURES ADVISORS FUND V LP 228 HAMILTON AVE. THIRD FLOOR PALO ALTO, CA 94301		X
SOFTBANK Technology Entrepreneurs Fund V, L.P. 228 HAMILTON AVE. THIRD FLOOR PALO ALTO, CA 94301		X
SBTV V LLC 228 HAMILTON AVE. THIRD FLOOR PALO ALTO, CA 94301		X
MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L P 228 HAMILTON AVE. THIRD FLOOR PALO ALTO, CA 94301		X
MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L P 228 HAMILTON AVE. THIRD FLOOR PALO ALTO, 2L 94301		X

Signatures

/s/ Jason Mendelson as Attorney-in-Fact		10/19/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The reporting person is a member of a Section 13(d) group that owns more than 10% of the issuer?s outstanding common stock.
(2)	These shares are owned directly by the following entities: (i) 675,958 shares held by Mobius Technology Ventures VI, L.P. ("MTV"); (ii) 26,395 shares held by Mobius Technology Ventures Advisors Fund VI, L.P. ("MTAF"); (iii) 27,577 shares held by Mobius Technology Ventures Side Fund VI, L.P. ("MTSF"); (iv) 724,809 shares held by SOFTBANK US Ventures VI, L.P. ("SUSV"); (v) 1,477,474 shares held by SOFTBANK Technology Ventures V, L.P. ("STV"); (vi) 40,367 shares held by SOFTBANK Technology Advisors Fund V, L.P. ("STAF"), and (vii) 26,604 shares held by SOFTBANK Technology Entrepreneurs Fund V, L.P. ("STEF").
(3)	Mobius VI LLC ("Mobius"), as general partner of MTV, MTAF, MTSF and SUSV (the "Mobius VI Funds"), has an indirect interest in 1,454,739 of these shares. Mobius disclaims beneficial ownership with respect to all shares held of record by the Mobius VI Funds and the SBTV V Funds (as defined below), except, or as applicable, to the extent of its pecuniary interest therein. SBTV V LLC ("SBTV V"), as general partner of STV, STAF and STEF (the "SBTV V Funds"), has an indirect interest in 1,544,445 of these shares. SBTV V disclaims beneficial ownership with respect to all shares held of record by the Mobius VI Funds, except, or as applicable, to the extent of its pecuniary interest therein.
(4)	Bradley A. Feld ("BAF"), D. Rex Golding ("DRG"), and Jo Ann Heidi Roizen ("JR") are managing members of (i) Mobius, the general partner of each of the Mobius VI Funds, and (ii) SBTV V, the general partner of each of the SBTV V Funds, BAF, DRG , and JR disclaim beneficial ownership with respect to all of the 2,999,184 shares held of record by the Mobius VI Funds and the SBTV V Funds except, or as applicable to the extent of their pecuniary interests in the Mobius VI Funds and the SBTV V Funds.
(5)	Greg P. Galanos ("GPG") is a managing member of Mobius, the general partner of each of the Mobius VI Funds. GPG disclaims beneficial ownership with respect to all of the 1,454,739 shares held of record by the Mobius VI Funds except, or as applicable, to the extent of his pecuniary interests in the Mobius VI Funds. GPG disclaims all beneficial ownership and pecuniary interest with respect to the 1,544,445 shares held of record by the SBTV V Funds.

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