Edgar Filing: MAVENIR SYSTEMS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Cisco Systems International B.V.

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2013

3. Issuer Name and Ticker or Trading Symbol
MAVENIR SYSTEMS INC [MVNR]

(Last)

(First)

(Middle)

HAARLERBERGPARK,Â HAARLERBERGWEG 13-19

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

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

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

(Street)

AMSTERDAM,Â P7Â 1101CH

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	6,287,989 ⁽²⁾	$ ⁽¹⁾ ⁽²⁾	D ⁽⁷⁾	Â
Series D Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	958,195 ⁽²⁾	$ ⁽²⁾ ⁽³⁾	D ⁽⁷⁾	Â
Series E Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	705,436 ⁽²⁾	$ ⁽²⁾ ⁽⁴⁾	D ⁽⁷⁾	Â
Series C Preferred Stock Warrant (Right to Buy)	10/29/2008	10/29/2015	Common Stock	6,287,989 ⁽²⁾ ⁽⁵⁾	$ 0.9542 ⁽⁶⁾	D ⁽⁷⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cisco Systems International B.V. HAARLERBERGPARK HAARLERBERGWEG 13-19 AMSTERDAM,Â P7Â 1101CH	Â	Â X	Â	Â
CISCO SYSTEMS, INC. 170 WEST TASMAN DR SAN JOSE,Â CAÂ 95134-1706	Â	Â X	Â	Â

Signatures

CISCO SYSTEMS INTERNATIONAL B.V. By: /s/ Evan Sloves, Attorney-in-Fact		11/06/2013
^**Signature of Reporting Person		Date
CISCO SYSTEMS, INC. By: /s/ Evan Sloves, Assistant Secretary		11/06/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Each share of Series C Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration. Each such share will automatically convert into one-seventh of one share of Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series C Preferred Stock does not have an expiration date.
(2)	Number of shares and exercise price do not reflect a seven-for-one reverse stock split to be effected by the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock.
(3)	Each share of Series D Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration Each such share will automatically convert into one-seventh of one share of Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series D Preferred Stock does not have an expiration date.
(4)	Each share of Series E Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration. Each such share will automatically convert into one-seventh of one share of Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series E Preferred Stock does not have an expiration date.
(5)	The reported warrant is currently exercisable for 6,287,989 shares of the Issuer's Series C Preferred Stock. Upon the closing of the Issuer's initial public offering of Common Stock, all outstanding shares of Series C Preferred Stock will automatically convert into Common Stock after giving effect to a 1-for-7 reverse stock split, and the reported warrant will by its terms become exercisable for 898,284 shares of the Issuer's Common Stock.
(6)	The warrant exercise price has not been adjusted to give effect to the Issuer's seven-for-one reverse stock split to be effected immediately prior to the closing of the Issuer's initial public offering of Common Stock.
(7)	Cisco Systems International B.V. (Cisco International B.V.) directly beneficially owns the reported securities. Cisco Systems, Inc. (Cisco) indirectly owns 100% of the outstanding securities of Cisco International B.V. and as such may be deemed to be an indirect beneficial owner of the reported securities. Except to the extent of any indirect pecuniary interest therein, Cisco disclaims beneficial ownership of the securities beneficially owned by Cisco International B.V.
Â Remarks: FollowingÂ theÂ closingÂ ofÂ theÂ Issuer'sÂ initialÂ publicÂ offering,Â theÂ ReportingÂ PersonsÂ expectÂ thatÂ theÂ securitiesÂ reportedÂ hereinÂ willÂ representÂ beneficialÂ ownershipÂ ofÂ theÂ IssuerÂ ofÂ approximatelyÂ 8.7%,Â asÂ indicatedÂ inÂ theÂ Issuer'sÂ registrationÂ statementÂ onÂ FormÂ S-1Â (No.Â 333-191563).

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