Amendment No. 3 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TokTPij+KdCPuL0HDrQTHGfyCosJtViVYVwZsJ7Crkqxk6H0cTR1O+xTgXYRaoLt e925ozYXnQaQXqZ7E+fwJw== 0001193125-05-026906.txt : 20050211 0001193125-05-026906.hdr.sgml : 20050211 20050211154150 ACCESSION NUMBER: 0001193125-05-026906 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPSWARE INC CENTRAL INDEX KEY: 0001100813 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943340178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61417 FILM NUMBER: 05598333 BUSINESS ADDRESS: STREET 1: 599 N MATHILDA AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 MAIL ADDRESS: STREET 1: 599 N MATHLIDA AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 FORMER COMPANY: FORMER CONFORMED NAME: LOUDCLOUD INC DATE OF NAME CHANGE: 20000912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOROWITZ BENJAMIN A CENTRAL INDEX KEY: 0001166586 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 599 N MATHILDA AVE CITY: SUNNYVALE STATE: CA ZIP: 94082 BUSINESS PHONE: 4087447300 MAIL ADDRESS: STREET 1: 599 N MATHILDA AVE CITY: SUNNYVALE STATE: CA ZIP: 94085 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 3 TO SCHEDULE 13G Amendment No. 3 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Opsware Inc. (formerly Loudcloud, Inc.)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

68383A101

(CUSIP Number)

December 31, 2004

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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).

CUSIP No. 68383A101


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Benjamin A. Horowitz
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization United States

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5. Sole Voting Power

4,709,784

6. Shared Voting Power

285,000 (1)

7. Sole Dispositive Power

4,709,784

8. Shared Dispositive Power

285,000 (1)


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,994,784
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 5.2% (2)
12.	Type of Reporting Person (See Instructions) IN

Item 1.

(a)

Name of Issuer

Opsware Inc. (formerly Loudcloud, Inc.)

(b)

Address of Issuer’s Principal Executive Offices

599 N. Mathilda Avenue

Sunnyvale, CA 94085

Item 2.

(a)

Name of Person Filing

Benjamin A. Horowitz

(b)

Address of Principal Business Office or, if none, Residence

c/o Opsware Inc.

599 N. Mathilda Avenue

Sunnyvale, CA 94085

(c)

Citizenship

United States

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

68383A101

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) – (j)

Not applicable

Item 4.

Ownership

(a)

Amount beneficially owed: 4,994,784

(b)

Percent of class: 5.2% (2)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote 4,709,784

(ii)

Shared power to vote or to direct the vote 285,000 (1)

(iii)

Sole power to dispose or to direct the disposition of 4,709,784

(iv)

Shared power to dispose or to direct the disposition of 285,000 (1)



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 Not applicable.

Item 8.		Identification and Classification of Members of the Group Not applicable.

Item 9.		Notice of Dissolution of Group Not applicable.

Item 10.		Certification Not applicable.

Explanation of Responses:

(1)	Represents shares held by the Horowitz Family Limited Partnership, of which Mr. Horowitz is a partner.

(2)	Based on 95,220,091 total shares outstanding as of December 15, 2004.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 10, 2005

		/s/ Benjamin A. Horowitz
		Benjamin A. Horowitz

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