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* HAQUE PROMOD (Last) (First) (Middle) C/O VERAZ NETWORKS, INC. 926 ROCK AVENUE, SUITE 20 (Street) SAN JOSE CA 95131 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Veraz Networks, Inc. [ VRAZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/11/2007
	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	04/11/2007		C		2,637,122	A	(1)	3,931,038	I	Held by Norwest Venture Partners XI, L.P.(2)
Common Stock	04/11/2007		C		72,664	A	(1)	102,806	I	Held by NVP Entrepreneurs Fund IX, L.P.(3)
Common Stock	04/11/2007		C		309,998	A	(4)	309,998	I	Held by Norwest Venture Partners VII-A, L.P.(5)

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 Preferred Stock	(1)	04/11/2007		C			2,637,122	(1)	(1)	Common Stock	2,637,122	$0	0	I	Held by Norwest Venture Partners XI, L.P.(2)
Series C Preferred Stock	(1)	04/11/2007		C			72,664	(1)	(1)	Common Stock	72,664	$0	0	I	Held by NVP Entrepreneurs Fund IX, L.P.(3)
Series D Preferred Stock	(4)	04/11/2007		C			237,002	(4)	(4)	Common Stock	309,998	$0	0	I	Held by Norwest Venture Partners VII-A, L.P.(5)
Series A-1 Preferred Stock	(6)	04/11/2007		J			1,331,331	(6)	(6)	Common Stock(6)	0	(6)	0	I	Held by Norwest Venture Partners XI, L.P.(2)
Series A-1 Preferred Stock	(6)	04/11/2007		J			36,685	(6)	(6)	Common Stock(6)	0	(6)	0	I	Held by NVP Entrepreneur Fund, IX, L.P.(3)

Explanation of Responses:

1. Each share of Series C Preferred Stock converted into one share of common stock upon the closing of the Issuer's public offering, was convertible at any time at the election of the holder and had no expiration date.

2. 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.

3. Held by NCP Entrepreneurs Fund IX, L.P. Mr. Haque is a managing director of Genesis VC Partners IX, LLC, which is the general partner of NVP Entrepreneurs 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.

4. These securities automatically converted into common stock of the Issuer on a 1 to 0.951272727 basis upon the closing of the Issuer's initial public offering and had no expiration date.

5. 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.

6. These securities were automatically redeemed for the par value of $0.001 per share upon the closing of the Issuer's initial public offering. These securities were not convertible into any other securities of the Issuer.

	/s/ Promod Haque	04/11/2007
	** Signature of Reporting Person	Date
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