sc13g-a.htm

0001341004-12-000230.txt : 20120213 0001341004-12-000230.hdr.sgml : 20120213 20120213162040 ACCESSION NUMBER: 0001341004-12-000230 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH DANIEL E CENTRAL INDEX KEY: 0001106801 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O DANIEL E. SMITH STREET 2: 10 ELIZABETH DRIVE CITY: CHEIMSFORD STATE: MA ZIP: 01824 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: 12599345 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 SC 13G/A 1 sc13g-a.htm SCHEDULE 13G, AMENDMENT NO. 3 sc13g-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

SYCAMORE NETWORKS, INC.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

871206 40 5

(CUSIP Number)

December 31, 2011

(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)

o 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. 871206 40 5

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Daniel E. Smith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 573,039 shares
	6	SHARED VOTING POWER 3,190,000 shares*
	7	SOLE DISPOSITIVE POWER 573,039 shares
	8	SHARED DISPOSITIVE POWER 3,190,000 shares*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,763,039 shares*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.1%**
12	TYPE OF REPORTING PERSON IN

* This number is included solely for the purposes of identifying shares as to which this Schedule 13G/A relates and is qualified in its entirety by the information in this Schedule 13G/A.

** Based on 28,774,157 shares of Common Stock outstanding as of January 31, 2012.

CUSIP No. 871206 40 5

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Elizabeth G. Riley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 3,190,000 shares*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 3,190,000 shares*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,190,000 shares*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.1%**
12	TYPE OF REPORTING PERSON IN

* This number is included solely for the purposes of identifying shares as to which this Schedule 13G/A relates and is qualified in its entirety by the information in this Schedule 13G/A.

** Based on 28,774,157 shares of Common Stock outstanding as of January 31, 2012.

CUSIP No. 871206 40 5

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Platyko Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 2,112,500 shares*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 2,112,500 shares*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,112,500 shares*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.3%**
12	TYPE OF REPORTING PERSON PN

* This number is included solely for the purposes of identifying shares as to which this Schedule 13G/A relates and is qualified in its entirety by the information in this Schedule 13G/A.

** Based on 28,774,157 shares of Common Stock outstanding as of January 31, 2012.

CUSIP No. 871206 40 5

Item 1(a).

Name of Issuer:

Sycamore Networks, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

220 Mill Road

Chelmsford, MA 01824

Item 2(a).

Names of Persons Filing:

This Schedule 13G/A is being jointly filed by Daniel E. Smith and his spouse, Elizabeth G. Riley, and Platyko Partners, L.P., a limited partnership of which Mr. Smith and Ms. Riley are the general partners (“Platyko” and, together with Mr. Smith and Ms. Riley, the “Reporting Persons”).

Item 2(b).

Address or Principal Business Office or, if None, Residence:

The principal business address of each of the Reporting Persons is:

c/o Daniel E. Smith

220 Mill Road

Chelmsford, MA 01824

Item 2(c).

Citizenship:

Mr. Smith and Ms. Riley are citizens of the United States of America. Platyko was organized in the United States of America.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share (the “Common Stock”).

Item 2(e).

CUSIP Number:

871206 40 5

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:

Not applicable.

CUSIP No. 871206 40 5

Item 4.	Ownership.

	(a) Amount beneficially owned:

Mr. Smith owns 573,039 shares of outstanding Common Stock directly, owns 1,077,500 shares of outstanding Common Stock jointly with Ms. Riley and serves as a general partner of Platyko, which owns 2,112,500 shares of outstanding Common Stock that may be deemed to be beneficially owned by Mr. Smith as a result of his serving as a general partner of Platyko. The filing of this Schedule 13G/A by Mr. Smith shall not be construed as an admission that Mr. Smith is, for the purpose of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the beneficial owner of the shares owned by Platyko. Ms. Riley owns 1,077,500 shares of outstanding Common Stock jointly with Mr. Smith and serves as a general partner of Platyko, which owns 2,112,500 shares of outstanding Common Stock that may be deemed to be beneficially owned by Ms. Riley as a result of her serving as a general partner of Platyko. The filing of this Schedule 13G/A by Ms. Riley shall not be construed as an admission that Ms. Riley is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of the shares owned by Platyko. Platyko beneficially and directly owns 2,112,500 shares of the outstanding Common Stock.

(b) Percent of class:

The shares of Common Stock beneficially owned in the aggregate by Mr. Smith represent approximately 13.1% of such class based upon 28,774,157 shares of Common Stock outstanding as of January 31, 2012. The shares of Common Stock beneficially owned by Ms. Riley, including the shares owned jointly with Mr. Smith, represent approximately 11.1% of such class based upon 28,774,157 shares of Common Stock outstanding as of January 31, 2012. The shares of Common Stock beneficially owned by Platyko represent approximately 7.3% of such class based upon 28,774,157 shares of Common Stock outstanding as of January 31, 2012.

(i) Sole power to vote or to direct the vote:

Mr. Smith has the sole power to vote or to direct the vote of 573,039 shares of Common Stock. Ms. Riley does not have the sole power to vote or direct the vote of any shares of Common Stock. Platyko does not have the sole power to vote or direct the vote of any shares of Common Stock.

(ii) Shared power to vote or to direct the vote:

Mr. Smith and Ms. Riley share power to vote or direct the vote of the 1,077,500 shares of Common Stock held jointly by them. The Reporting Persons share power to vote or to direct the vote of the 2,112,500 shares of Common Stock held by Platyko.

(iii) Sole power to dispose or to direct the disposition of:

Mr. Smith has the sole power to dispose or to direct the disposition of 573,039 shares of Common Stock. Ms. Riley does not have the sole power to dispose or direct the disposition of any shares of Common Stock. Platyko does not have the sole power to dispose or direct the disposition of any shares of Common Stock.

CUSIP No. 871206 40 5

(iv) Shared power to dispose or to direct the disposition of:

Mr. Smith and Ms. Riley share power to dispose or to direct the disposition of the 1,077,500 held jointly by them. The Reporting Persons share power to dispose or to direct the disposition of the 2,112,500 shares of Common Stock held by Platyko.

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:

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.

SIGNATURES

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: February 13, 2012

	/s/ Daniel E. Smith
	Daniel E. Smith (1)(2)


	/s/ Elizabeth G. Riley
	Elizabeth G. Riley (1)(2)


	PLATYKO PARTNERS, L.P.


	By:	/s/ Daniel E. Smith
		Name: Daniel E. Smith
		Title: Managing Agent

(1)	Individually
(2)	As general partner of Platyko Partners, L.P.

EX-99 2 exa.htm EXHIBIT A - JOINT FILING AGREEMENT exa.htm

EXHIBIT A

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

This agreement is made pursuant to Rule 13d-1(k)(1) under the Exchange Act by and among the parties listed below, each referred to herein as a “Joint Filer”. The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Exchange Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with respect to their ownership of the Common Stock, par value $0.001 per share, of Sycamore Networks, Inc., and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 13th day of February, 2012.

	/s/ Daniel E. Smith
	Daniel E. Smith


	/s/ Elizabeth G. Riley
	Elizabeth G. Riley


	PLATYKO PARTNERS, L.P.


	By:	/s/ Daniel E. Smith
		Name: Daniel E. Smith
		Title: Managing Agent