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^*

HAQUE PROMOD

(Last)

(First)

(Middle)

C/O NORWEST VENTURE PARTNERS

525 UNIVERSITY AVENUE SUITE 800

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2007

3. Issuer Name and Ticker or Trading Symbol
Veraz Networks, Inc. [ VRAZ ]

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

X	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)

X	Form filed by One Reporting Person
	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	1,293,916	I	Held by Norwest Venture Partners IX, L.P.⁽¹⁾
Common Stock	30,142	I	Held by NVP Entrepreneurs Fund IX, L.P.⁽²⁾

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)
Option to Purchase Common Stock⁽³⁾	⁽³⁾	12/15/2013	Common Stock	93,364	$0.35	D
Series A-1 Preferred Stock⁽⁴⁾	⁽⁴⁾	⁽⁹⁾	See footnote⁽⁴⁾	1,331,331	⁽⁴⁾	I	Held by Norwest Venture Partners IX, L.P.⁽¹⁾
Series A-1 Preferred Stock⁽⁴⁾	⁽⁴⁾	⁽⁹⁾	See footnote⁽⁴⁾	36,685	⁽⁴⁾	I	Held by NVP Entrepreneurs Fund IX, L.P.⁽²⁾
Series C Preferred Stock⁽⁵⁾	⁽⁶⁾	⁽⁹⁾	Common Stock	2,637,122	⁽⁵⁾	I	Held by Norwest Venture Partners IX, L.P.⁽¹⁾
Series C Preferred Stock⁽⁵⁾	⁽⁶⁾	⁽⁹⁾	Common Stock	72,664	⁽⁵⁾	I	Held by NVP Entrepreneurs Fund IX, L.P.⁽²⁾
Series D Preferred Stock⁽⁷⁾	⁽⁶⁾	⁽⁹⁾	Common Stock	237,002	⁽⁷⁾	I	Held by Norwest Venture Partners VII-A, L.P.⁽⁸⁾

Explanation of Responses:

1. Held by Norwest Venture Partners IX, L.P. Mr. Haque is a managing director of Genesis VC Partners IX, LLC, which is the general partner of Norwest Venture Partners IX, L.P., the record owner of these shares. Mr. Haque may be deemed to share dispositive and voting power over these shares. Mr. Haque disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

2. Held by NVP Entrepreneurs Fund IX, L.P. Mr. Haque is a managing director of Genesis VC Partners IX, LLC, which is the general partner of NVP Entreprenuers Fund IX, L.P., the record owner of these shares. Mr. Haque may be deemed to share dispositive and voting power over these shares. Mr. Haque disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

3. Option is currently fully vested and exercisable in full.

4. These securities are redeemable and will be redeemed for the par value of $0.001 per share upon the closing of the Issuer's initial public offering. These securities are not convertible for into any other securities of the Issuer.

5. Each share of Series C Preferred Stock will convert into one share of common stock upon the closing of the Issuer's initial public offering.

6. These securities are immediately convertible.

7. These securities will be automatically converted into common stock of the Issuer on a 1 to 0.951272727 basis (assuming an initial public offering price of $11.00 per share) upon the closing of the Issuer's initial public offering.

8. Held by Norwest Venture Partners VII-A, L.P. Mr. Haque is a managing director of Genesis VC Partners IX, LLC, which is the general partner of Norwest Venture Partners VII-A, L.P., the record owner of these shares. Mr. Haque may be deemed to share dispositive and voting power over these shares. Mr. Haque disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

9. None

	/s/ Promod Haque	04/04/2007
	** 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).
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