SECURITIES AND EXCHANGE COMMISSION

-----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, I3+2jVpDUiXbOPfqnH7TIdbhQ5CgsljwcXqrkCKnA4HPN/QZYZt8VE6iVPAJNx2E WQrXtHa0PjVnUD50mHoIGA== 0000950005-06-000437.txt : 20060712 0000950005-06-000437.hdr.sgml : 20060712 20060712145612 ACCESSION NUMBER: 0000950005-06-000437 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060712 DATE AS OF CHANGE: 20060712 GROUP MEMBERS: INTEGRAL CAPITAL MANAGEMENT VI, LLC (???ICM6???) GROUP MEMBERS: INTEGRAL CAPITAL MANAGEMENT VII, LLC (???ICM7???) GROUP MEMBERS: INTEGRAL CAPITAL PARTNERS VI, L.P. (???ICP6???) GROUP MEMBERS: INTEGRAL CAPITAL PARTNERS VII, L.P. (???ICP7???) FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRAL CAPITAL MANAGEMENT VI LLC CENTRAL INDEX KEY: 0001174172 IRS NUMBER: 460471395 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2750 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502330360 MAIL ADDRESS: STREET 1: 2750 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRSPAN NETWORKS INC CENTRAL INDEX KEY: 0001105542 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60741 FILM NUMBER: 06958288 BUSINESS ADDRESS: STREET 1: 777 YAMATO ROAD STREET 2: SUITE 105 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 561-893-8670 MAIL ADDRESS: STREET 1: 777 YAMATO ROAD STREET 2: SUITE 105 CITY: BOCA RATON STATE: FL ZIP: 33431 SC 13G/A 1 p1987013ga.htm SCHEDULE 13G/A #2 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)*

Airspan Networks Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00950H102

(CUSIP Number)

July 11, 2006

(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)

[X]

Rule 13d-1(c)

[ ]

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 disclosures provided in a prior cover page.

The information required on 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 13 Pages

Exhibit Index Contained on Page 11


CUSIP NO. 00950H102	13G	Page 2 of 13 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Integral Capital Management VI, LLC (“ICM6”)
2	CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (limited liability company)
		5	SOLE VOTING POWER -0-
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		6	SHARED VOTING POWER 355,000 shares, which shares are directly owned by Integral Capital Partners VI, L.P. (“ICP6”). ICM6 is the general partner of ICP6.
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 355,000 shares (see response to Item 6)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 355,000 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9%
12	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP NO. 00950H102	13G	Page 3 of 13 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Integral Capital Management VII, LLC (“ICM7”)
2	CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (limited liability company)
		5	SOLE VOTING POWER -0-
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		6	SHARED VOTING POWER 112,800 shares, which are directly owned by Integral Capital Partners VII, L.P. (“ICP7”). ICM7 is the general partner of ICP7.
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 112,800 shares (see response to Item 6)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,800 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3%
12	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP NO. 00950H102	13G	Page 4 of 13 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Integral Capital Partners VI, L.P. (“ICP6”)
2	CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (limited partnership)
		5	SOLE VOTING POWER -0-
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		6	SHARED VOTING POWER 355,000 shares are directly owned by ICP6. Integral Capital Management VI, LLC is the general partner of ICP6.
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 355,000 shares (see response to Item 6)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 355,000 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9%
12	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP NO. 00950H102	13G	Page 5 of 13 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Integral Capital Partners VII, L.P. (“ICP7”)
2	CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (limited partnership)
		5	SOLE VOTING POWER -0-
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		6	SHARED VOTING POWER 112,800 shares, which are directly owned by ICP7. Integral Capital Management VII, LLC is the general partner of ICP7.
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 112,800 shares (see response to Item 6)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,800 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3%
12	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 6 of 13 Pages

ITEM 1(a).

NAME OF ISSUER:

Airspan Networks Inc.

ITEM 1(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

777 Yamato Road, Suite 105

Boca Raton, FL 33431

ITEM 2(a), (b), (c).

NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE, AND CITIZENSHIP:

This statement is being filed by Integral Capital Management VI, LLC, a Delaware limited liability company (“ICM6”) and Integral Capital Management VII, LLC, a Delaware limited liability company (“ICM7”). The principal business address of ICM6 and ICM7 is 3000 Sand Hill Road, Building 3, Suite 240, Menlo Park, California 94025.

ICM6 is the general partner of Integral Capital Partners VI, L.P., a Delaware limited partnership (“ICP6”). ICM7 is the general partner of Integral Capital Partners VII, L.P., a Delaware limited partnership (“ICP7”). With respect to ICM6 and ICM7, this statement relates only to ICM6’s and ICM7’s indirect, beneficial ownership of shares of Common Stock of the Issuer (the “Shares”). The Shares have been purchased by ICP6 and ICP7, and none of ICM6 or ICM7 directly or otherwise holds any Shares. Management of the business affairs of ICM6 and ICM7, including decisions respecting disposition and/or voting of the Shares, resides in a majority of the managers of ICM6 and ICM7, respectively, such that no single manager of ICM6 or ICM7 has voting and/or dispositive power of the Shares.

ITEM 2(d).

TITLE OF CLASS OF SECURITIES:

Common Stock

Page 7 of 13 Pages

ITEM 2(e).

CUSIP NUMBER:

00950H102

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

[ ]

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

[ ]

Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

[ ]

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)

[ ]

Investment company registered under Section 8 of the Investment

Company Act.

(e)

[ ]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

[ ]

An employee benefit plan or endowment fund in accordance with Rule

13d-1(b)(1)(ii)(F);

(g)

[ ]

A parent holding company or control person in accordance with Rule 13d-

(b)(1)(ii)(G);

(h)

[ ]

A savings association as defined in Section 3(b) of the Federal Deposit

Insurance Act;

(i)

[ ]

A church plan that is excluded from the definition of an investment

company under Section 3(c)(14) of the Investment Company Act;

(j)

[ ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. [ X ].

ITEM 4.

OWNERSHIP.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Integral Capital Management VI, LLC (“ICM6”)

(a)

Amount Beneficially Owned: 355,000

(b)

Percent of Class: 0.9%

(c)

Number of shares as to which such person has:

Sole power to vote or to direct vote: -0-

Shared power to vote or to direct vote: 355,000

Sole power to dispose or to direct the disposition: -0-

Shared power to dispose or to direct the disposition: 355,000

Page 8 of 13 Pages

Integral Capital Management VII, LLC (“ICM7”)

(a)

Amount Beneficially Owned: 112,800

(b)

Percent of Class: 0.3%

(c)

Number of shares as to which such person has:

Sole power to vote or to direct vote: -0-

Shared power to vote or to direct vote: 112,800

Sole power to dispose or to direct the disposition: -0-

Shared power to dispose or to direct the disposition: 112,800

Integral Capital Partners VI, L.P. (“ICP6”)

(a)

Amount Beneficially Owned: 355,000

(b)

Percent of Class: 0.9%

(c)

Number of shares as to which such person has:

Sole power to vote or to direct vote: -0-

Shared power to vote or to direct vote: 355,000

Sole power to dispose or to direct the disposition: -0-

Shared power to dispose or to direct the disposition: 355,000

Integral Capital Partners VII, L.P. (“ICP7”)

(a)

Amount Beneficially Owned: 112,800

(b)

Percent of Class: 0.3%

(c)

Number of shares as to which such person has:

Sole power to vote or to direct vote: -0-

Shared power to vote or to direct vote: 112,800

Sole power to dispose or to direct the disposition: -0-

Shared power to dispose or to direct the disposition: 112,800

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].

Page 9 of 13 Pages

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.

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFCATION OF MEMBERS OF THE GROUP.

Not applicable.

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.

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.

Dated: July 12, 2006

INTEGRAL CAPITAL MANAGEMENT VI, LLC

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

Page 10 of 13 Pages

INTEGRAL CAPITAL MANAGEMENT VII, LLC

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

INTEGRAL CAPITAL PARTNERS VI, L.P.

By Integral Capital Management VI, LLC,

its General Partner

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

INTEGRAL CAPITAL PARTNERS VII, L.P.

By Integral Capital Management VII, LLC

its General Partner

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

Page 11 of 13 Pages

EXHIBIT INDEX

Found on

Sequentially

Exhibit

Numbered Page

Exhibit A:

Agreement of Joint Filing

Page 12 of 13 Pages

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1(k)(1) of the Act the statement dated July 12, 2006 containing the information required by Schedule 13G, for the 467,800 Shares of capital stock of Airspan Networks Inc. held by Integral Capital Partners VI, L.P., a Delaware limited partnership, and Integral Capital Partners VII, L.P., a Delaware limited partnership.

Date: July 12, 2006

INTEGRAL CAPITAL MANAGEMENT VI, LLC

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

INTEGRAL CAPITAL MANAGEMENT VII, LLC

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

INTEGRAL CAPITAL PARTNERS VI, L.P.

By Integral Capital Management VI, LLC,

its General Partner

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

Page 13 of 13 Pages

INTEGRAL CAPITAL PARTNERS VI, L.P.

By Integral Capital Management VI, LLC,

its General Partner

By /s/ Pamela K. Hagenah

Pamela K. Hagenah

a Manager

-----END PRIVACY-ENHANCED MESSAGE-----