SEC FORM 4

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

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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^*

ADVANCED TECHNOLOGY VENTURES VII LP

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACME PACKET INC [ APKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/18/2006		C		6,727,254	A	⁽¹⁾	6,727,254	I	By Advanced Technology Ventures VII, L.P.⁽²⁾
Common Stock	10/18/2006		S		336,363	D	$8.835⁽³⁾	6,390,891	I	By Advanced Technology Ventures VII, L.P.⁽²⁾
Common Stock	10/18/2006		C		269,961	A	⁽¹⁾	269,961	I	By Advanced Technology Ventures VII (B), L.P.⁽⁴⁾
Common Stock	10/18/2006		S		13,498	D	$8.835⁽³⁾	256,463	I	By Advanced Technology Ventures VII (B), L.P.⁽⁴⁾
Common Stock	10/18/2006		C		129,761	A	⁽¹⁾	129,761	I	By Advanced Technology Ventures VII (C), L.P.⁽⁵⁾
Common Stock	10/18/2006		S		6,488	D	$8.835⁽³⁾	123,273	I	By Advanced Technology Ventures VII (C), L.P.⁽⁵⁾
Common Stock	10/18/2006		C		40,089	A	⁽¹⁾	40,089	I	By ATV Entrepreneurs VII, L.P.⁽⁶⁾
Common Stock	10/18/2006		S		2,004	D	$8.835⁽³⁾	38,085	I	By ATV Entrepreneurs VII, L.P.⁽⁶⁾
Common Stock	10/18/2006		C		24,525	A	⁽¹⁾	24,525	I	By ATV Alliance 2001, L.P.⁽⁷⁾
Common Stock	10/18/2006		S		1,226	D	$8.835⁽³⁾	23,299	I	By ATV Alliance 2001, L.P.⁽⁷⁾
Common Stock	10/18/2006		C		15,216	A	⁽¹⁾	15,216	I	By ATV Alliance 2002, L.P.⁽⁸⁾
Common Stock	10/18/2006		S		761	D	$8.835⁽³⁾	14,455	I	By ATV Alliance 2002, L.P.⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	10/18/2006		C			4,723,397	02/12/2003	⁽¹⁾	Common Stock	4,723,397	$0.00	0	I	By Advanced Technology Ventures VII, L.P.⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/18/2006		C			189,547	02/12/2003	⁽¹⁾	Common Stock	189,547	$0.00	0	I	By Advanced Technology Ventures VII (B), L.P.⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/18/2006		C			91,109	02/12/2003	⁽¹⁾	Common Stock	91,109	$0.00	0	I	By Advanced Technology Ventures VII (C), L.P.⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/18/2006		C			28,148	02/12/2003	⁽¹⁾	Common Stock	28,148	$0.00	0	I	By ATV Entrepreneurs VII, L.P.⁽⁶⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/18/2006		C			24,525	02/12/2003	⁽¹⁾	Common Stock	24,525	$0.00	0	I	By ATV Alliance 2001, L.P.⁽⁷⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/18/2006		C			15,216	02/12/2003	⁽¹⁾	Common Stock	15,216	$0.00	0	I	By ATV Alliance 2002, L.P.⁽⁸⁾
Series C Convertible Preferred Stock	⁽¹⁾	10/18/2006		C			2,003,857	06/08/2004	⁽¹⁾	Common Stock	2,003,857	$0.00	0	I	By Advanced Technology Ventures VII, L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	10/18/2006		C			80,414	06/08/2004	⁽¹⁾	Common Stock	80,414	$0.00	0	I	By Advanced Technology Ventures VII (B), L.P.⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	10/18/2006		C			38,652	06/08/2004	⁽¹⁾	Common Stock	38,652	$0.00	0	I	By Advanced Technology Ventures VII (C), L.P.⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	10/18/2006		C			11,941	06/08/2004	⁽¹⁾	Common Stock	11,941	$0.00	0	I	By ATV Entrepreneurs VII, L.P.⁽⁶⁾

1. Name and Address of Reporting Person^*

ADVANCED TECHNOLOGY VENTURES VII LP

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Advanced Technology Ventures VII(B), L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Advanced Technology Ventures VII(C), L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATV Entrepreneurs VII, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATV Associates VII, L.L.C.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATV Alliance 2001, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATV Alliance 2002, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATV Alliance Associates, L.L.C.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share automatically converted on a one-for-one basis into the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. These shares had no expiration date.

2. These shares are owned by Advanced Technology Ventures VII, L.P. ("ATV VII"), which is under common control with Advanced Technology Ventures VII (B), L.P. ("ATV VII(B)"), Advanced Technology Ventures VII (C), L.P. ("ATV VII(C)"), and ATV Entrepreneurs VII, L.P. ("ATVE VII"). ATV Associates VII, L.L.C. serves as the sole general partner of ATV VII, ATV VII(B), ATV VII(C), and ATVE VII. ATV Associates VII, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

3. Represents the sale price per share net of underwriting discount. The public offering price was $9.50 per share.

4. These shares are owned by ATV VII(B). ATV Associates VII, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

5. These shares are owned by ATV VII(C). ATV Associates VII, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

6. These shares are owned by ATVE VII. ATV Associates VII, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

7. These shares are owned by ATV Alliance 2001, L.P. ("ATVA 2001"), which is under common control with ATV Alliance 2002, L.P. ("ATVA 2002"). ATV Alliance Associates, L.L.C. serves as the sole general partner of ATVA 2001 and ATVA 2002. ATV Alliance Associates, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

8. These shares are owned by ATVA 2002. ATV Alliance Associates, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

Remarks:

	By: ATV Associates VII, LLC, its General Partner By: /s/ Robert Hower, Managing Director	10/20/2006
	By: ATV Associates VII, LLC By: /s/ Robert Hower, Managing Director	10/20/2006
	By: ATV Associates VII, LLC By: /s/ Robert Hower, Managing Director	10/20/2006
	By: ATV Associates VII, LLC By: /s/ Robert Hower, Managing Director	10/20/2006
	By: /s/ Robert Hower, Managing Director	10/20/2006
	By: ATV Alliance Associates, LLC By: /s/ Jean George, Manager	10/20/2006
	By: ATV Alliance Associates, LLC By: /s/ Jean George, Manager	10/20/2006
	By: /s/ Jean George, Manager	10/20/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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