SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Silver Spring Networks, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
82817Q103
(CUSIP Number)
December 31, 2013
(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).
1.
| CUSIP No. 82817Q103 | 13G | Page 2 of 12 Pages |
| 1. | Names of Reporting Persons
Foundation Capital IV, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
10,922,933 shares of Common Stock (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
10,922,933 shares of Common Stock (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,922,933 shares of Common Stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row 9
23.2% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13G is filed by Foundation Capital IV, L.P. (“FC4”), FC IV Active Advisors Fund, L.L.C. (“FC4AA”), Foundation Capital IV Principals Fund, L.L.C. (“FC4P”) Foundation Capital Management Co. IV, L.L.C. (“FC4M”), Foundation Capital VI, L.P. (“FC6”), Foundation Capital VI Principals Fund, L.L.C. (“FC6P”) and Foundation Capital Management Co. VI, L.L.C. (“FC6M” and together with FC4, FC4AA, FC4P, FC4M, FC6 and FC6P, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 10,746,863 shares held by FC4; (ii) 84,866 shares held by FC4AA and (iii) 91,204 shares held by FC4P. FC4M serves as the sole general partner of FC4 and serves as the manager of FC4AA and FC4P. As such, FC4M possesses voting and dispositive power over the shares held by FC4, FC4AA and FC4P, and may be deemed to have indirect beneficial ownership of the shares held by FC4, FC4AA and FC4P. FC4M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based upon 47,129,761 shares of the Common Stock outstanding (as of November 1, 2013), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
2.
| CUSIP No. 82817Q103 | 13G | Page 3 of 12 Pages |
| 1. | Names of Reporting Persons
FC IV Active Advisors Fund, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
10,922,933 shares of Common Stock (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
10,922,933 shares of Common Stock (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,922,933 shares of Common Stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row 9
23.2% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 10,746,863 shares held by FC4; (ii) 84,866 shares held by FC4AA and (iii) 91,204 shares held by FC4P. FC4M serves as the sole general partner of FC4 and serves as the manager of FC4AA and FC4P. As such, FC4M possesses voting and dispositive power over the shares held by FC4, FC4AA and FC4P, and may be deemed to have indirect beneficial ownership of the shares held by FC4, FC4AA and FC4P. FC4M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based upon 47,129,761 shares of the Common Stock outstanding (as of November 1, 2013), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
3.
| CUSIP No. 82817Q103 | 13G | Page 4 of 12 Pages |
| 1. | Names of Reporting Persons
Foundation Capital IV Principals Fund, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
10,922,933 shares of Common Stock (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
10,922,933 shares of Common Stock (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,922,933 shares of Common Stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row 9
23.2% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 10,746,863 shares held by FC4; (ii) 84,866 shares held by FC4AA and (iii) 91,204 shares held by FC4P. FC4M serves as the sole general partner of FC4 and serves as the manager of FC4AA and FC4P. As such, FC4M possesses voting and dispositive power over the shares held by FC4, FC4AA and FC4P, and may be deemed to have indirect beneficial ownership of the shares held by FC4, FC4AA and FC4P. FC4M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based upon 47,129,761 shares of the Common Stock outstanding (as of November 1, 2013), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
4.
| CUSIP No. 82817Q103 | 13G | Page 5 of 12 Pages |
| 1. | Names of Reporting Persons
Foundation Capital Management Co. IV, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
10,922,933 shares of Common Stock (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
10,922,933 shares of Common Stock (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,922,933 shares of Common Stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row 9
23.2% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 10,746,863 shares held by FC4; (ii) 84,866 shares held by FC4AA and (iii) 91,204 shares held by FC4P. FC4M serves as the sole general partner of FC4 and serves as the manager of FC4AA and FC4P. As such, FC4M possesses voting and dispositive power over the shares held by FC4, FC4AA and FC4P, and may be deemed to have indirect beneficial ownership of the shares held by FC4, FC4AA and FC4P. FC4M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based upon 47,129,761 shares of the Common Stock outstanding (as of November 1, 2013), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
5.
| CUSIP No. 82817Q103 | 13G | Page 6 of 12 Pages |
| 1. | Names of Reporting Persons
Foundation Capital VI, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
1,341,175 shares of Common Stock (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
1,341,175 shares of Common Stock (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,341,175 shares of Common Stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row 9
2.8% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 1,326,357 shares held by FC6 and (ii) 14,818 shares held by FC6P. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the shares held by FC6 and FC6P and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based upon 47,129,761 shares of the Common Stock outstanding (as of November 1, 2013), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
6.
| CUSIP No. 82817Q103 | 13G | Page 7 of 12 Pages |
| 1. | Names of Reporting Persons
Foundation Capital VI Principals Fund, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
1,341,175 shares of Common Stock (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
1,341,175 shares of Common Stock (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,341,175 shares of Common Stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row 9
2.8% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 1,326,357 shares held by FC6 and (ii) 14,818 shares held by FC6P. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the shares held by FC6 and FC6P and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based upon 47,129,761 shares of the Common Stock outstanding (as of November 1, 2013), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
7.
| CUSIP No. 82817Q103 | 13G | Page 8 of 12 Pages |
| 1. | Names of Reporting Persons
Foundation Capital Management Co. VI, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
1,341,175 shares of Common Stock (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
1,341,175 shares of Common Stock (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,341,175 shares of Common Stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row 9
2.8% (3) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 1,326,357 shares held by FC6 and (ii) 14,818 shares held by FC6P. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the shares held by FC6 and FC6P and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2013. |
| (3) | This percentage is calculated based upon 47,129,761 shares of the Common Stock outstanding (as of November 1, 2013), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
8.
| Item 1(a). | Name of Issuer: |
| Silver Spring Networks, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 555 Broadway Street |
| Redwood City, CA 94063 |
| Item 2(a). | Name of Person Filing: |
| Foundation Capital IV, L.P. (“FC4”) |
| FC IV Active Advisors Fund, L.L.C. (“FC4AA”) |
| Foundation Capital IV Principals Fund, L.L.C. (“FC4P”) |
| Foundation Capital Management Co. IV, L.L.C. (“FC4M”) |
| Foundation Capital VI, L.P. (“FC6”) |
| Foundation Capital VI Principals Fund, L.L.C. (“FC6P”) |
| Foundation Capital Management Co. VI, L.L.C. (“FC6M”) |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| c/o Foundation Capital |
| 250 Middlefield Road |
| Menlo Park, California 94025 |
| Item 2(c). | Citizenship: |
| FC4 – | Delaware, United States of America | |||
| FC4AA – | Delaware, United States of America | |||
| FC4P – | Delaware, United States of America | |||
| FC4M – | Delaware, United States of America | |||
| FC6 – | Delaware, United States of America | |||
| FC6P – | Delaware, United States of America | |||
| FC6M – | Delaware, United States of America |
| Item 2(d). | Title of Class of Securities: Common Stock |
| Item 2(e). | CUSIP Number: 82817Q103 |
| Item 3. | Not applicable. |
| Item 4. | Ownership. The following information with respect to the ownership of the Common Stock by the Reporting Persons filing thisstatement on Schedule 13G is provided as of December 31, 2013: |
| Reporting Persons | Shares Held Directly (1) |
Sole Voting Power |
Shared Voting Power (1) |
Sole Dispositive Power |
Shared Dispositive Power (1) |
Beneficial Ownership (1) |
Percentage of Class (3) |
|||||||||||||||||||||
| FC 4 |
10,746,863 | 0 | 10,922,933 | 0 | 10,922,933 | 10,922,933 | 23.2 | % | ||||||||||||||||||||
| FC4AA |
84,866 | 0 | 10,922,933 | 0 | 10,922,933 | 10,922,933 | 23.2 | % | ||||||||||||||||||||
| FC4P |
91,204 | 0 | 10,922,933 | 0 | 10,922,933 | 10,922,933 | 23.2 | % | ||||||||||||||||||||
| FC4M (2) |
0 | 0 | 10,922,933 | 0 | 10,922,933 | 10,922,933 | 23.2 | % | ||||||||||||||||||||
| FC6 |
1,326,357 | 0 | 1,341,175 | 0 | 1,341,175 | 1,341,175 | 2.8 | % | ||||||||||||||||||||
| FC6P |
14,818 | 0 | 1,341,175 | 0 | 1,341,175 | 1,341,175 | 2.8 | % | ||||||||||||||||||||
| FC6M (2) |
0 | 0 | 1,341,175 | 0 | 1,341,175 | 1,341,175 | 2.8 | % | ||||||||||||||||||||
| (1) | Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Person. |
9.
| (2) | FC4M serves as the sole general partner of FC4 and serves as the manager of FC4AA and FC4P. As such, FC4M possesses voting and dispositive power over the shares held by FC4, FC4AA and FC4P, and may be deemed to have indirect beneficial ownership of the shares held by FC4, FC4AA and FC4P. FC4M owns no securities of the Issuer directly. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the shares held by FC6 and FC6P and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 47,129,761 shares of the Common Stock outstanding (as of November 1, 2013), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
| Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following ¨ |
| Item 6. | Ownership of More than 5 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 a Group |
| Not applicable. |
| Item 10. | Certification |
| Not applicable. |
10.
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 7, 2014
| FOUNDATION CAPITAL MANAGEMENT CO. IV, L.L.C. | ||
| By: | /s/ William B. Elmore | |
| Manager | ||
| FOUNDATION CAPITAL IV, L.P. | ||
| By: | Foundation Capital Management Co. IV, L.L.C., its General Partner | |
| By: | /s/ William B. Elmore | |
| Manager | ||
| FC IV ACTIVE ADVISORS FUND, L.L.C. | ||
| By: | Foundation Capital Management Co. IV, L.L.C., its Manager | |
| By: | /s/ William B. Elmore | |
| Manager | ||
| FOUNDATION CAPITAL IV PRINCIPALS FUND, L.L.C. | ||
| By: | Foundation Capital Management Co. IV, L.L.C., its Manager | |
| By: | /s/ William B. Elmore | |
| Manager | ||
| FOUNDATION CAPITAL MANAGEMENT CO. VI, L.L.C. | ||
| By: | /s/ William B. Elmore | |
| Manager | ||
| FOUNDATION CAPITAL VI, L.P. | ||
| By: | Foundation Capital Management Co. VI, L.L.C., its General Partner | |
| By: | /s/ William B. Elmore | |
| Manager | ||
| FOUNDATION CAPITAL VI PRINCIPALS FUND, L.L.C. | ||
| By: | Foundation Capital Management Co. VI, L.L.C., its Manager | |
| By: | /s/ William B. Elmore | |
| Manager | ||
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
11.
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Silver Spring Networks, Inc.
Dated: February 7, 2014
| FOUNDATION CAPITAL MANAGEMENT CO. IV, L.L.C. | ||
| By: | /s/ William B. Elmore | |
| Manager | ||
| FOUNDATION CAPITAL IV, L.P. | ||
| By: | Foundation Capital Management Co. IV, L.L.C., its General Partner | |
| By: | /s/ William B. Elmore | |
| Manager | ||
| FC IV ACTIVE ADVISORS FUND, L.L.C. | ||
| By: | Foundation Capital Management Co. IV, L.L.C., its Manager | |
| By: | /s/ William B. Elmore | |
| Manager | ||
| FOUNDATION CAPITAL IV PRINCIPALS FUND, L.L.C. | ||
| By: | Foundation Capital Management Co. IV, L.L.C., its Manager | |
| By: | /s/ William B. Elmore | |
| Manager | ||
| FOUNDATION CAPITAL MANAGEMENT CO. VI, L.L.C. | ||
| By: | /s/ William B. Elmore | |
| Manager | ||
| FOUNDATION CAPITAL VI, L.P. | ||
| By: | Foundation Capital Management Co. VI, L.L.C., its General Partner | |
| By: | /s/ William B. Elmore | |
| Manager | ||
| FOUNDATION CAPITAL VI PRINCIPALS FUND, L.L.C. | ||
| By: | Foundation Capital Management Co. VI, L.L.C., its Manager | |
| By: | /s/ William B. Elmore | |
| Manager | ||
12.