SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HARMAN FREDERIC W

(Last) (First) (Middle)
C/O OAK INVESTMENT PARTNERS
ONE GORHAM ISLAND

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERNAP NETWORK SERVICES CORP [ IIP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 09/08/2006 09/08/2006 M(1) 291,730 A $11.955 1,880,988 I See Note(4)
Common Stock 09/08/2006 09/08/2006 M(3) 4,683 A $11.955 30,196 I See Note(2)
Common Stock 09/08/2006 09/08/2006 F(1) 231,822 D $11.955 1,649,166 I See Note(4)
Common Stock 09/08/2006 09/08/2006 F(3) 3,721 D $11.955 26,475 I See Note(2)
Common Stock 627,802 I See Note(5)
Common Stock 16,032 I See Note(6)
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 Securities Underlying Derivative Security (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: 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
Common Warrants $11.955 09/08/2006 09/08/2006 M(1) 291,730 09/14/2001 09/13/2006 Common Stock 291,730 $0 0 I See Note(2)
Common Warrants $11.955 09/08/2006 09/08/2006 M(3) 4,683 09/14/2001 09/13/2006 Common Stock 4,683 $0 0 I See Note(4)
Explanation of Responses:
1. On September 8, 2006, Oak X, L.P. exercised Common Warrants to purchase 291,730 shares shares of Common Stock utilizing the cashless excercise feature of the Warrant resulting in the issuer retaining 231,822 shares of Common Stock for the excercise price of $11.955 and issuing 59,908 shares to Oak X, L.P.
2. Represents shares directly owned by Oak X Affiliates Fund, Limited Partnership ("Oak X Affiliates, L.P.").
3. On September 8, 2006, Oak X Affiliates, L.P. exercised Common Warrant to purchase 4,683 shares shares of Common Stock utilizing the cashless excercise feature of the Warrant resulting in the issuer retaining 3,721 shares of Common Stock for the excercise price of $11.955 and issuing 962 shares to Oak X Affiliates, L.P.
4. Represents shares directly owned by Oak Investment Partners X, Limited Partnership ("Oak X, L.P.").
5. Represents shares directly owned by Oak Investment Partners VIII, Limited Partnership ("Oak VIII, L.P.").
6. Represents shares directly owned by Oak VIII Affiliates Fund, Limited Partnership ("Oak VIII Affiliates, L.P.").
Remarks:
Remarks All share numbers reflect a 1 for 10 reverse stock split of the issuer's Common Stock effective on 7/10/2006. Fredric W. Harman is a Director of Internap Network Services Corporation. Mr. Harman is a Managing Member of Oak Associates X, L.L.C., the General Partner of Oak X, L.P.; a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates, L.P.; a Managing Member of Oak Associates VIII, L.L.C., the General Partner of Oak VIII, L.P.; and a Managing Member of Oak VIII Affiliates, L.L.C., the General Partner of Oak VIII Affiliates, L.P. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.
Fredric W. Harman 09/12/2006
** 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 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).
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