Amendment No. 6 to SC13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VG29+82YthMuYLpbNHsOCP/0P1FA3DU0VRiPqiJN3TEjkVi0Fjt79ydMls292imL rUKD9lbUyQSs4UsuiWw80g== 0001193125-04-024963.txt : 20040217 0001193125-04-024963.hdr.sgml : 20040216 20040217152342 ACCESSION NUMBER: 0001193125-04-024963 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEA SYSTEMS INC CENTRAL INDEX KEY: 0001031798 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770394711 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52639 FILM NUMBER: 04608112 BUSINESS ADDRESS: STREET 1: 2315 NORTH FIRST STREET STREET 2: - CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4085708000 MAIL ADDRESS: STREET 1: 2315 NORTH FIRST STREET STREET 2: - CITY: SAN JOSE STATE: CA ZIP: 95131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS VENTURES LP CENTRAL INDEX KEY: 0000942263 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133784037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: E M WARBURG PINCUS & CO INC STREET 2: 466 LEXINGTON AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10017-3147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: E M WARBURG PINCUS & CO INC STREET 2: 466 LEXINGTON AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10017-3147 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 6 TO SC13G Amendment No. 6 to SC13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

BEA Systems, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

073325 10 2

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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).

Page 1 of 7

CUSIP No. 073325 10 2



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Warburg Pincus Ventures, L.P. – (IRS Identification No. 13-3784037)

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

24,789,578 shares, except that Warburg Pincus & Co. (“WPC”), the sole general partner of Warburg Pincus Ventures, L.P. (“WPV”), may be deemed to have sole voting power with respect to such shares and Warburg Pincus LLC (“WPLLC”), the company managing WPV, may be deemed to share voting power with respect to such shares.

6. Shared Voting Power

See response to Row 5

7. Sole Dispositive Power

24,789,578 shares, except that WPC, the sole general partner of WPV, may be deemed to have sole voting power with respect to such shares and WPLLC, the company managing WPV, may be deemed to share voting power with respect to such shares.

8. Shared Dispositive Power

See response to Row 7


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 24,789,578

10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

11.		Percent of Class Represented by Amount in Row (9) 5.9%

12.		Type of Reporting Person (See Instructions) PN

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CUSIP No. 073325 10 2



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Warburg Pincus & Co. – (IRS Identification No. 13-6358475)

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization New York

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

24,955,278 shares, of which 24,789,578 are beneficially owned by WPV. WPC is the sole general partner of WPV and WPLLC is the company managing WPV. WPC may be deemed to have sole voting power with respect to such shares.

6. Shared Voting Power

See response to Row 5

7. Sole Dispositive Power

8. Shared Dispositive Power

See response to Row 7


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 24,955,278

10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

11.		Percent of Class Represented by Amount in Row (9) 5.9%

12.		Type of Reporting Person (See Instructions) CO

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CUSIP No. 073325 10 2



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Warburg Pincus LLC – (IRS Identification No. 13-3536050)

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization New York

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

24,789,578 shares, except that WPC, the sole general partner of WPV, may be deemed to have sole voting power with respect to such shares and WPLLC and WPV may be deemed to share voting power with respect to such shares.

6. Shared Voting Power

See response to Row 5

7. Sole Dispositive Power

24,789,578 shares except that WPC, the sole general partner of WPV, may be deemed to have sole voting power with respect to such shares and WPLLC and WPV may be deemed to share voting power with respect to such shares.

8. Shared Dispositive Power

See response to Row 7


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 24,789,578

10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

11.		Percent of Class Represented by Amount in Row (9) 5.9%

12.		Type of Reporting Person (See Instructions) OO

Page 4 of 7


Item 1.	(a)	Name of Issuer

		BEA Systems, Inc.

	(b)	Address of Issuer’s Principal Executive Offices

		2315 North First Street San Jose, California 95131

Item 2.	(a)	Name of Person Filing

		Warburg Pincus Ventures, L.P. Warburg Pincus & Co. Warburg Pincus LLC

	(b)	Address of Principal Business Office or, if none, Residence

		466 Lexington Avenue New York, New York 10017

	(c)	Citizenship

		Warburg Pincus Ventures, L.P. is a Delaware limited partnership, Warburg Pincus & Co. is a New York general partnership and Warburg Pincus LLC is a New York limited liability company.

	(d)	Title of Class of Securities

		Common Stock

	(e)	CUSIP Number

		073325 10 2

Item 3.	If this statement if filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is filing as a:

	Not applicable

Item 4.	Ownership

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned: 24,955,278

	(b)	Percent of class: 5.9%

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: See Row 5 for each personal filing

		(ii)	Shared power to vote or to direct the vote: See Row 6 for each personal filing

		(iii)	Sole power to dispose or to direct the disposition of: See Row 7 for each personal filing

		(iv)	Shared power to dispose or to direct the disposition of: See Row 8 for each personal filing

	Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5.	Ownership of Five Percent or Less of a Class

	Not applicable

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Item 6.		Ownership of More than Five Percent on Behalf of Another Person

		Not applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

		Not applicable

Item 8.		Identification and Classification of Members of the Group

		Not applicable

Item 9.		Notice of Dissolution of Group

		Not applicable

Item 10.		Certification

		Not applicable

Page 6 of 7

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: February 13, 2004

WARBURG PINCUS VENTURES, L.P.

By:	Warburg Pincus & Co., General Partner

By:	/s/ Scott A. Arenare
Name:		Scott A. Arenare
Title:		Partner

WARBURG PINCUS & CO.

By:	/s/ Scott A. Arenare
Name:		Scott A. Arenare
Title:		Partner

WARBURG PINCUS LLC

By:	/s/ Scott A. Arenare
Name:		Scott A. Arenare
Title:		Managing Director

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