SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL LP

(Last)

(First)

(Middle)

C/O SHORETEL INC.

960 STEWART DRIVE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2007

3. Issuer Name and Ticker or Trading Symbol
ShoreTel Inc [ SHOR ]

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 of 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

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)
Common Stock	454,713	I	These shares are held by Foundation Capital, L.P.⁽¹⁾
Common Stock	50,523	I	These shares are held by Foundation Capital Entrepreneurs Fund, LLC⁽²⁾
Common Stock	375,022	I	These shares are held by Foundation Capital Leadership Fund, L.P.⁽³⁾
Common Stock	10,000	I	These shares are held by Foundation Capital Leadership Principals Fund, LLC⁽⁴⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	275,838	⁽⁵⁾	I	These shares are held by Foundation Capital, L.P.⁽¹⁾
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	30,648	⁽⁵⁾	I	These shares are held by Foundation Capital Entrepreneurs Fund, LLC⁽²⁾
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	134,486	⁽⁵⁾	I	These shares are held by Foundation Capital Leadership Fund, L.P.⁽³⁾
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	3,586	⁽⁵⁾	I	These shares are held by Foundaion Capital Leadership Principals Fund, LLC⁽⁴⁾
Series F Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	3,367,843	⁽⁵⁾	I	These shares are held by Foundation Capital, L.P.⁽¹⁾
Series F Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	374,204	⁽⁵⁾	I	These shares are held by Foundation Capital Entrepreneurs Fund, LLC⁽²⁾
Series G Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	491,113	⁽⁵⁾	I	These shares are held by Foundation Capital Leadership Fund, L.P.⁽³⁾
Series G Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	13,109	⁽⁵⁾	I	These shares are held by Foundaion Capital Leadership Principals Fund, LLC⁽⁴⁾
Series H Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,202,527	⁽⁵⁾	I	These shares are held by Foundation Capital Leadership Fund, L.P.⁽³⁾
Series H Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	32,067	⁽⁵⁾	I	These shares are held by Foundaion Capital Leadership Principals Fund, LLC⁽⁴⁾

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL LP

(Last)

(First)

(Middle)

C/O SHORETEL INC.

960 STEWART DRIVE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Foundation Capital Entrepreneurs Fund, LLC

(Last)

(First)

(Middle)

C/O SHORETEL INC.

960 STEWART DRIVE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL LEADERSHIP FUND LP

(Last)

(First)

(Middle)

C/O SHORETEL INC.

960 STEWART DRIVE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL LEADERSHIP PRINCIPALS FUND LLC

(Last)

(First)

(Middle)

C/O SHORETEL INC.

960 STEWART DRIVE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FC LEADERSHIP MANAGEMENT CO LLC

(Last)

(First)

(Middle)

C/O SHORETEL INC.

960 STEWART DRIVE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL MANAGEMENT CO LLC

(Last)

(First)

(Middle)

C/O SHORETEL INC.

960 STEWART DRIVE

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Foundation Capital Management, L.L.C. is the general partner of Foundation Capital, L.P. Jim Anderson, William Elmore, Kathryn Gould and Paul Koontz are the managing members of Foundation Capital Management, L.L.C. and share voting and investment control over the shares. The managing members of Foundation Capital Management, L.L.C. disclaim beneficial ownership of the shares, except to the extent of their direct pecuniary interest in the shares.

2. Foundation Capital Management, L.L.C. is the managing member of Foundation Capital Entrepreneurs, L.L.C. Jim Anderson, William Elmore, Kathryn Gould and Paul Koontz are the managing members of Foundation Capital Management, L.L.C. and share voting and investment control over the shares. The managing members of Foundation Capital Management, L.L.C. disclaim beneficial ownership of the shares, except to the extent of their direct pecuniary interest in the shares.

3. Foundation Capital Leadership Management Company, L.L.C. is the general partner of Foundation Capital Leadership Fund, L.P. William Elmore, Kathryn Gould, Adam Grosser, Paul Koontz, and Mike Schuh are the managing members of Foundation Capital Leadership Management Company, L.L.C. and share voting and investment power of the shares. The managing members of Foundation Capital Leadership Management Company, L.L.C. disclaim beneficial ownership of the shares, except to the extent of their direct pecuniary interest in the shares.

4. Foundation Capital Leadership Management Company, L.L.C. is the managing member of Foundation Capital Leadership Principals Fund, L.L.C. William Elmore, Kathryn Gould, Adam Grosser, Paul Koontz, and Mike Schuh are the managing members of Foundation Capital Leadership Management Company, L.L.C. and share voting and investment power of the shares. The managing members of Foundation Capital Leadership Management Company, L.L.C. disclaim beneficial ownership of the shares, except to the extent of their direct pecuniary interest in the shares.

5. Mandatory conversion into Common Stock on a 1-for-1 basis upon closing of the Issuer?s initial public offering and has no expiration date.

	/s/ Gail M. Haney, Attorney-in-fact, filing on behalf of Foundation Capital LP	06/27/2007
	/s/ Gail M. Haney, Attorney-in-fact, filing on behalf of Foundation Capital Management Company LLC	06/27/2007
	/s/ Gail M. Haney, Attorney-in-fact, filing on behalf of Foundation Capital Entrepreneurs Fund, LLC	06/27/2007
	/s/ Gail M. Haney, Attorney-in-fact, filing on behalf of Foundation Capital Leadership Fund LP	06/27/2007
	/s/ Gail M. Haney, Attorney-in-fact, filing on behalf of Foundation Capital Leadership Management Company LLC	06/27/2007
	/s/ Gail M. Haney, Attorney-in-fact, filing on behalf of Foundation Capital Leadership Principals Fund LLC	06/27/2007
	** 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 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).
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