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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CHUNG PETER Y (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Ubiquiti Networks, Inc. [ UBNT ]	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) 07/21/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/19/2011		C		23,992,929(1)	A	(4)	23,992,929(5)	I	See remarks
Common Stock	10/19/2011		S		2,841,652(2)	D	$15	21,151,277(3)	I	See remarks.

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(4)	07/21/2011(7)		D			12,041,700(6)	(7)	(7)	Common Stock	12,041,700	$8.97(7)	23,992,929	I	See remarks.
Series A Preferred Stock	(4)	10/19/2011		C			23,992,929(3)	(4)	(4)	Common Stock	23,992,929(3)	$0	0	I	See remarks.

Explanation of Responses:

1. Represents shares acquired by the following entities: 14,942,702 shares of common stock in the name of Summit Partners Private Equity Fund VII-A, L.P., 8,974,825 shares of common stock in the name of Summit Partners Private Equity Fund VII-B, L.P., 68,917 shares of common stock in the name of Summit Investors I, LLC and 6,485 shares of common stock in the name of Summit Investors I (UK), L.P.

2. Represents shares sold by the following entities: 1,769,770 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 1,062,952 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 8,162 shares of common stock sold by Summit Investors I, LLC and 768 shares of common stock sold by Summit Investors I (UK), L.P.

3. Represents shares held by the following entities: 13,172,932 shares of common stock in the name of Summit Partners Private Equity Fund VII-A, L.P., 7,911,873 shares of common stock in the name of Summit Partners Private Equity Fund VII-B, L.P., 60,755 shares of common stock in the name of Summit Investors I, LLC and 5,717 shares of common stock in the name of Summit Investors I (UK), L.P.

4. The Series A Preferred Stock converted into Ubiquiti Networks, Inc. common stock on a one-for-one basis, and had no expiration date.

5. Represents shares held by the following entities: 14,942,702 shares of common stock in the name of Summit Partners Private Equity Fund VII-A, L.P., 8,974,825 shares of common stock in the name of Summit Partners Private Equity Fund VII-B, L.P., 68,917 shares of common stock in the name of Summit Investors I, LLC and 6,485 shares of common stock in the name of Summit Investors I (UK), L.P.

6. Represents shares sold by the following entities back to Ubiquiti Networks, Inc.: 7,499,518 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 4,504,335 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 34,592 shares of common stock sold by Summit Investors I, LLC and 3,255 shares of common stock sold by Summit Investors I (UK), L.P. On October 3, 2011, Ubiquiti Networks, Inc. completed a 2.5 for one forward stock split of its common and preferred stock. All share and per share information set forth herein has been retroactively adjusted to reflect the split.

7. On July 21, 2011, Ubiquiti Networks, Inc. repurchase of 12,041,700 shares of its Series A preferred stock from the following entities at a price of $8.97: 7,499,518 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 4,504,335 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 34,592 shares of common stock sold by Summit Investors I, LLC and 3,255 shares of common stock sold by Summit Investors I (UK), L.P. On October 3, 2011, Ubiquiti Networks, Inc. completed a 2.5 for one forward stock split of its common and preferred stock. All share and per share information set forth herein has been retroactively adjusted to reflect the split.

Remarks:

The entities mentioned in Footnote 1 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC., and the general partner of Summit Investors I (UK), L.P. Summit Partners, L.P., through a two-person investment committee, currently composed of Martin J. Mannion and Bruce R. Evans, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Mr. Chung is a member of the general partner of Summit Partners, L.P. Mr. Chung disclaims beneficial ownership of shares held by the Summit entities, and this report shall not be deemed an admission that Mr. Chung is the beneficial owner of the shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of Mr. Chung 's pecuniary interest therein.

	Robin W. Devereux, Power of Attorney for Peter Y. Chung	10/21/2011
	** Signature of Reporting Person	Date
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