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^*

CASH HARVEY B

(Last)

(First)

(Middle)

13455 NOEL ROAD

SUITE 1670

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AIRSPAN NETWORKS INC [ AIRN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2004

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

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

X	Form filed by One Reporting Person
	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	12/20/2004		J⁽¹⁾		2,892,394	D	$0⁽¹⁾	0	I	By InterWest Partners VI, LP⁽²⁾
Common Stock	12/20/2004		J⁽³⁾		90,685	D	$0⁽³⁾	0	I	By InterWest Investors VI, LP⁽⁴⁾
Common Stock	12/20/2004		J⁽³⁾		1,570	A	$0⁽³⁾	1,570	I	By InterWest Venture Management Company Profit Sharing Retirement Plan⁽⁵⁾
Common Stock	12/20/2004		J⁽³⁾		54	A	$0⁽³⁾	54	D

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)

Explanation of Responses:

1. Represents pro rata in-kind distribution by InterWest Partners VI, LP ("IW6") without consideration to its limited partners in accordance with the terms of the InterWest Partners VI, LP Limited Partnership Agreement.

2. The shares are owned by IW6. The general partner of IW6 is InterWest Management Partners VI, LLC ("IMP6"). The Reporting Person is a Managing Director of IMP6. He disclaims beneficial ownership of the shares held by IW6 except to the extent of his pecuniary interest therein.

3. Represents pro rata in-kind distribution by InterWest Investors VI, LP ("II6") without consideration to its limited and general partners in accordance with the terms of the InterWest Investors VI, LP Limited Partnership Agreement. Includes 54 shares distributed to Mr. Cash and 1,570 shares distributed to the InterWest Venture Management Company Profit Sharing Retirement Plan fbo Harvey B. Cash.

4. The shares are owned by II6. The general partner of II6 is IMP6. The Reporting Person is a Managing Director of IMP6. He disclaims beneficial ownership of the shares held by II6 except to the extent of his pecuniary interest therein.

5. The shares are held in the name of InterWest Venture Management Company Profit Sharing Retirement Plan fbo Harvey B. Cash, a self-directed retirement plan of which Harvey B. Cash is the beneficiary.

	/s/ Harvey B. Cash	12/22/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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