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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SIERRA VENTURES VIII A, LP (Last) (First) (Middle) 2884 SAND HILL RD, STE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AUTHENTEC INC [ AUTH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/02/2007
	4. 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 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	07/02/2007		C		3,387,125	A	(1)	3,387,125	I	Held by Limited Partnership(2)(3)
Common Stock	07/02/2007		C		225,618	A	$6	3,612,743	I	Held by Limited Partnership(2)(3)
Common Stock	07/02/2007		J(4)		1,672	A	$11	3,614,415	I	Held by Limited Partnership(2)(3)
Common Stock	07/02/2007		X		798,099(5)	A	$2.0048	4,412,514	I	Held by Limited Partnership(2)(3)
Common Stock	07/02/2007		S		145,457(5)	D	$11	4,267,057	I	Held by Limited Partnership(2)(3)

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
Series C Convertible Preferred Stock	(1)	07/02/2007		C			2,992,875	(1)	(1)	Common Stock	2,992,875	$0.00	0	I	Held by Limited Partnership(3)(6)
Series D Convertible Preferred Stock	(1)	07/02/2007		C			394,250	(1)	(1)	Common Stock	394,250	$0.00	0	I	Held by Limited Partnership(3)(7)
4% Senior Secured Convertible Promissory Note due 2010	$6(8)	07/02/2007		C			$1,353,711.37	(9)	12/31/2010	Common Stock	225,618	$0.00	0	I	Held by Limited Partnership(10)
Warrant to Purchase Shares of Series C Preferred Stock	$2.0048	07/02/2007		X			798,099	02/24/2003	12/31/2007	Common Stock	798,099	$0.00	0	I	Held by Limited Partnership(3)(11)

1. Name and Address of Reporting Person* SIERRA VENTURES VIII A, LP (Last) (First) (Middle) 2884 SAND HILL RD, STE 100 (Street) MENLO PARK CA 94025 (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* SIERRA VENTURES VII LP/CA (Last) (First) (Middle) C/O AUTHENTEC, INC. 2884 SAND HILL RD, STE 100 (Street) MENLO PARK CA 94025 (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* SIERRA VENTURES ASSOCIATES VII, LLC (Last) (First) (Middle) C/O AUTHENTEC, INC. 2884 SAND HILL RD, STE 100 (Street) MENLO PARK CA 94025 (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* SIERRA VENTURES VIII B, LP (Last) (First) (Middle) C/O AUTHENTEC, INC. 2884 SAND HILL RD, STE 100 (Street) MENLO PARK CA 94025 (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* Sierra Ventures Finance Limited, L.P. (Last) (First) (Middle) C/O AUTHENTEC, INC. 2884 SAND HILL RD, STE 100 (Street) MENLO PARK CA 94025 (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* SIERRA VENTURES ASSOCIATES VIII, LLC (Last) (First) (Middle) C/O AUTHENTEC, INC. 2884 SAND HILL RD, STE 100 (Street) MENLO PARK CA 94025 (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. The Convertible Preferred Stock is convertible into Common Stock at any time, at the holder?s election, on a one-for-one basis and has no expiration date. The number of underlying shares of Common Stock reflects a 1-for-4 reverse stock split effected on June 26, 2007, pursuant to which each share of Convertible Preferred Stock was converted into 1/4 of a share of Common Stock.

2. Subsequent to the transactions described in Table 1 above, the beneficial ownership of shares includes 227,290 shares of stock held by Sierra Ventures Finance Limited, L.P., 2,556,005 shares of stock held by Sierra Ventures VIII-A, L.P., 24,916 shares of stock held by Sierra Ventures VIII-B, L.P., 112,257 shares of stock held by Sierra Ventures Associates VIII, LLC, as nominee for its members, 1,309,330 shares of stock held by Sierra Ventures VII, L.P., and 37,259 shares of stock held by Sierra Ventures Associates VII, LLC, as nominee for its members. Sierra Ventures Management, LLC is the sole general partner of Sierra Ventures Finance Limited, L.P. and possesses voting and dispositive power over the shares of stock issuable upon conversion of an outstanding convertible note held by Sierra Ventures Finance Limited, L.P. Sierra Ventures Management, LLC disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

3. Sierra Ventures Associates VII, LLC is the sole general partner of Sierra Ventures VII, L.P. and possesses voting and dispositive power over the shares held by Sierra Ventures VII, L.P. Sierra Ventures Associates VII, LLC disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Sierra Ventures Associates VIII, LLC is the sole general partner of Sierra Ventures VIII-A, L.P. and Sierra Ventures VIII-B, L.P. and possesses voting and dispositive power over the shares held by Sierra Ventures VIII-A, L.P. and Sierra Ventures VIII-B, L.P. Sierra Ventures Associates VIII, LLC disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

4. Represents the conversion of $18,395.64 of accrued interest associated with the convertible note at the conversion price equal to the fair market value at the time of the closing of the issuer?s initial public offering.

5. Net exercise of the warrants held by Sierra Ventures VIII-A, L.P., Sierra Ventures VIII-B, L.P., Sierra Ventures Associates VIII, LLC, as nominee for its members, Sierra Ventures VII, L.P., and Sierra Ventures Associates VII, LLC, as nominee for its members for an aggregate acquisition of 652,642 shares of Common Stock.

6. Includes 1,912,589 shares of stock held by Sierra Ventures VIII-A, L.P., 18,645 shares of stock held by Sierra Ventures VIII-B, L.P., 64,016 shares of stock held by Sierra Ventures Associates VIII, LLC, as nominee for its members, 976,844 shares of stock held by Sierra Ventures VII, L.P., and 20,781 shares of stock held by Sierra Ventures Associates VII, LLC, as nominee for its members.

7. Includes 226,345 shares of stock held by Sierra Ventures VIII-A, L.P., 2,206 shares of stock held by Sierra Ventures VIII-B, L.P., 34,282 shares of stock held by Sierra Ventures Associates VIII, LLC, as nominee for its members, 119,470 shares of stock held by Sierra Ventures VII, L.P., and 11,947 shares of stock held by Sierra Ventures Associates VII, LLC, as nominee for its members.

8. The exercise price reflects a 1-for-4 reverse stock split effected on June 26, 2007, pursuant to which each share of Common Stock was converted into 1/4 of a share of Common Stock.

9. The note is to be automatically converted upon the closing of the issuer?s initial public offering or upon the consummation of a qualifying transaction resulting in a change of control of the issuer.

10. The convertible note is held by Sierra Ventures Finance Limited, L.P. Sierra Ventures Management, LLC is the sole general partner of Sierra Ventures Finance Limited, L.P. and possesses voting and dispositive power over the shares of stock issuable upon conversion of an outstanding convertible note held by Sierra Ventures Finance Limited, L.P. Sierra Ventures Management, LLC disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

11. Includes a warrant to purchase 510,024 shares of stock owned by Sierra Ventures VIII-A, L.P., a warrant to purchase 4,972 shares of stock owned by Sierra Ventures VIII-B, L.P., a warrant to purchase 17,071 shares of stock owned by Sierra Ventures Associates VIII, LLC, as nominee for its members, a warrant to purchase 260,491 shares of stock owned by Sierra Ventures VII, L.P., and a warrant to purchase 5,541 shares of stock owned by Sierra Ventures Associates VII, LLC, as nominee for its members.

Remarks:

	SIERRA VENTURES VIII-A, L.P. By: Sierra Ventures Associates VIII, LLC, its General Partner /s/ Steven Williams, Managing Director	07/02/2007
	/s/ Steven Williams, Managing Director	07/02/2007
	/s/ Steven Williams, Managing Director	07/02/2007
	/s/ Steven Williams, Managing Director	07/02/2007
	/s/ Steven Williams, Managing Director	07/02/2007
	/s/ Steven Williams, Managing Director	07/02/2007
	** Signature of Reporting Person	Date
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