0001422107-15-000008.txt : 20150213 0001422107-15-000008.hdr.sgml : 20150213 20150212180000 ACCESSION NUMBER: 0001422107-15-000008 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYCAMORE NETWORKS INC CENTRAL INDEX KEY: 0001092367 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 043410558 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58421 FILM NUMBER: 15607988 BUSINESS ADDRESS: STREET 1: 220 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 9782502900 MAIL ADDRESS: STREET 1: 220 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909661 IRS NUMBER: 943240279 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415)421-2132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL DATE OF NAME CHANGE: 19970210 SC 13G/A 1 sycamore13ga2.htm 13G/A2 sycamore13ga2.htm
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)   *


Sycamore Networks, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
871206405
(Cusip Number)
 
December 31, 2014
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o           Rule 13d-1(b)
x           Rule 13d-1(c)
o           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).







(Continued on following pages)
Page 1 of 27 Pages

13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital Partners, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  California
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  638,519
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  638,519
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  638,519
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  2.2%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN
 
 
 
 
 
 
 

Page 2 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital Institutional Partners, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  California
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  711,300
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  711,300
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  711,300
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  2.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN
 
 
 
 
 
 
 

Page 3 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital Institutional Partners II, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  California
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  56,700
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  56,700
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  56,700
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.2%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN
 
 
 
 
 
 
 

Page 4 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital Institutional Partners III, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  76,700
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  76,700
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  76,700
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.3%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN
 
 
 
 
 

 
 
Page 5 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital Offshore Investors II, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Cayman Islands
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  1,025,700
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  1,025,700
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  1,025,700
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  3.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN
 
 
 

 
 
 
 

Page 6 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital (AM) Investors, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  40,900
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  40,900
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  40,900
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.1%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN
 
 
 

 
 
 
 

Page 7 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital AA Investors, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  134,881
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  134,881
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  134,881
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN
 
 
 
 

 
 
 
Page 8 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital Management, L.L.C.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  60,300
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  60,300
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  60,300
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.2%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IA, OO
 
 
 
 
 

 
 
Page 9 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Partners, L.L.C.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,684,700
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,684,700
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,684,700
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.3%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  OO
 
 

 



 
 
Page 10 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon AA GP, L.L.C.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  134,881
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  134,881
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  134,881
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  OO
 
 
 

 
 
 
 
Page 11 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Michael B. Fisch [See Item 2]
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000 
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000 
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000 
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN








Page 12 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Richard B. Fried
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000 
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000 
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000 
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 
 

 
 

 
 
 
Page 13 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Daniel J. Hirsch
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000 
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000 
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000 
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 

 




 

Page 14 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  David T. Kim
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by her on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000 
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000 
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000 
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 
 
 
 
 

 
 
Page 15 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Monica R. Landry
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by her on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 
 
 
 

 
 
 
Page 16 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Michael G. Linn
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000 
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000 
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000 
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 
 
 

 
 
 
Page 17 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Rajiv A. Patel
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000 
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000 
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000 
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 

 

 

 
 
 
Page 18 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Thomas G. Roberts, Jr.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000 
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000 
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000 
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 
 
 
 
 
 

 
Page 19 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Andrew J. M. Spokes
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United Kingdom
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 
 
 
 
 
 

 
Page 20 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  John R. Warren
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000 
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000 
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000 
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 

 
 
 

 
 
 
Page 21 of 27 Pages
 
 
 
 
13G
  CUSIP No. 871206405
  

1
  NAMES OF REPORTING PERSONS
 
  Mark C. Wehrly
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 2,745,000 Shares, which is 9.5% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  2,745,000
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  2,745,000
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,745,000
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  9.5%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 
 

 
 
 
 
Page 22 of 27 Pages
 
 
 
 
    This Amendment No. 2 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on February 14, 2013 (together with all prior and current amendments thereto, this “Schedule 13G”).
 
Explanatory Note: This Schedule 13G reports Shares beneficially owned by the Reporting Persons as of December 31, 2014, in accordance with Rule 13d-2(b) under the Securities Exchange Act of 1934, as amended. Capitalized terms used in this Explanatory Note have the meanings set forth below.
 
Item 1. Issuer

(a)           Name of Issuer:

Sycamore Networks, Inc. (the “Company”)

(b)           Address of Issuer’s Principal Executive Offices:

220 Mill Road
Chelmsford, MA 01824

Item 2. Identity and Background
 
Title of Class of Securities and CUSIP Number (Items 2(d) and (e))
 
    This statement relates to shares of Common Stock, par value $0.001 per share (the “Shares”), of the Company.  The CUSIP number of the Shares is 871206405.
 
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
 
    This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”
 
The Farallon Funds

(i)  
Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

(ii)  
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

(iii)  
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

(iv)  
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;
 
Page 23 of 27 Pages
 
 
 
 
(v)  
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;
 
(vi)  
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it; and

(vii)  
Farallon Capital AA Investors, L.P., a Delaware limited partnership (“FCAAI”), with respect to the Shares held by it.   
 
    FCP, FCIP, FCIP II, FCIP III, FCOI II, FCAMI and FCAAI are together referred to herein as the “Farallon Funds.”
 
The Management Company

(viii)  
Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), with respect to the Shares held by one or more accounts (the “Managed Accounts”), each as managed by the Management Company.
 
The Farallon General Partner

(ix)  
Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCAAI General Partner (as defined below), with respect to the Shares held by each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and FCAAI.
 
The FCAAI General Partner

(x)  
Farallon AA GP, L.L.C., a Delaware limited liability company (the “FCAAI General Partner”), which is the general partner of FCAAI, with respect to the Shares held by FCAAI.
 
The Farallon Managing Members

(xi)  
The following persons, each of whom is a managing member of both the Farallon General Partner and the Management Company and a manager of the FCAAI General Partner, with respect to the Shares held by the Farallon Funds and the Managed Accounts:  Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”), Daniel J. Hirsch (“Hirsch”), David T. Kim (“Kim”), Monica R. Landry (“Landry”), Michael G. Linn (“Linn”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”), Andrew J. M. Spokes (“Spokes”), John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”).
 
    Fisch, Fried, Hirsch, Kim, Landry, Linn, Patel, Roberts, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”
 
Page 24 of 27 Pages
 
 
 
 
    This Schedule 13G reports that effective July 1, 2014, Fisch was appointed a managing member of the Farallon General Partner and the Management Company, and a manager of the FCAAI General Partner. Accordingly, as of that date, Fisch may be deemed a beneficial owner of any Shares beneficially owned by such entities.
 
    The citizenship of each of the Farallon Funds, the Management Company, the Farallon General Partner and the FCAAI General Partner is set forth above.  Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States.  Spokes is a citizen of the United Kingdom.  The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
 
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing Is an Entity Specified in (a) - (k):
    Not applicable.

Item 4. Ownership
 
    The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
 
    The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds and those reported by the Management Company on behalf of the Managed Accounts are owned directly by the Managed Accounts. The Management Company, as investment adviser to the Managed Accounts, may be deemed to be a beneficial owner of all such Shares owned by the Managed Accounts.  The Farallon General Partner, as general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCAAI General Partner, may be deemed to be a beneficial owner of all such Shares owned by FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and FCAAI.  The FCAAI General Partner, as general partner of FCAAI, may be deemed to be a beneficial owner of all such Shares owned by FCAAI. The Farallon Individual Reporting Persons, as managing members of both the Farallon General Partner and the Management Company, and managers of the FCAAI General Partner, with the power to exercise investment discretion, may each be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds and the Managed Accounts.  Each of the Management Company, the Farallon General Partner, the FCAAI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

Item 5. Ownership of Five Percent or Less of a Class
 
    Not applicable.

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
Page 25 of 27 Pages
 
 
 
 
    Not applicable.
 
Item 8. Identification and Classification of Members of the Group
    The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c).  Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

Item 9. Notice of Dissolution of Group
 
    Not applicable.

Item 10. Certification
 
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
Page 26 of 27 Pages
 
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  February 12, 2015


/s/ Michael B. Fisch               
FARALLON PARTNERS, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON CAPITAL (AM) INVESTORS, L.P.
By Michael B. Fisch, Managing Member


/s/ Michael B. Fisch          
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Michael B. Fisch, Managing Member


/s/ Michael B. Fisch          
FARALLON AA GP, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL AA INVESTORS, L.P.
By Michael B. Fisch, Manager


/s/ Michael B. Fisch          
Michael B. Fisch, individually and as attorney-in-fact for each of Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly


    The Power of Attorney executed by each of Fried, Hirsch, Kim, Landry, Linn, Patel, Roberts, Spokes, Warren and Wehrly authorizing Fisch to sign and file this Schedule 13G on his or her behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 26, 2014 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings Inc., is hereby incorporated by reference.
 
Page 27 of 27 Pages