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^*

Hanafi Ammar

(Last)

(First)

(Middle)

400 HAMILTON AVENUE, 4TH FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAVENIR SYSTEMS INC [ MVNR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2015

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	04/29/2015		U		3,050,605	D	$17.55⁽¹⁾	0	I	By Alloy Ventures 2005, L.P.⁽²⁾
Common Stock	04/29/2015		U		10,000	D	$17.55⁽¹⁾	0	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)
Stock Option (Right to Buy)	$10	04/29/2015		D			35,000	⁽³⁾	11/06/2023	Common Stock	35,000	$7.55⁽⁴⁾	0	D
Stock Option (Right to Buy)	$15.55	04/29/2015		D			17,500	⁽⁵⁾	06/18/2024	Common Stock	17,500	$2⁽⁴⁾	0	D

Explanation of Responses:

1. These shares are being disposed of upon the completion of an exchange offer by Mitel Networks Corporation ("Mitel") and Roadster Subsidiary Corporation ("Purchaser") to purchase all of the issued and outstanding shares of common stock of the Issuer (the "Offer"), pursuant to an Agreement and Plan of Merger dated February 28, 2015 and amended through the date of this form (the "Merger Agreement"). The tender price per share of the shares of common stock is (i) $17.55 in cash (the "Cash Consideration"); or (ii) 1.8320 shares of common stock of Mitel (the "Exchange Ratio"), at the election of the holder and subject to proration. Following the completion of the Offer, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Mitel.

2. All shares are held of record by Alloy Ventures 2005, L.P. ("Alloy Ventures 2005") The Reporting Person is a managing member of Alloy Ventures 2005, LLC, the general partner of Alloy Ventures 2005, and may be deemed to share voting and dispositive power over the shares held by Alloy Ventures 2005. The Reporting Person disclaims beneficial ownership of these shares of the Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

3. Pursuant to their terms, the vesting of these options accelerated in full upon the completion of the Offer. This option was granted effective on the date of the pricing of the Issuer's initial public offering (November 6, 2013) and is exerciseable at the initial public offering price. One-third of the shares subject to the option vest and become exercisable on the first anniversary of the grant, and an additional one thirty-sixth of the shares vest and become exerciseable monthly thereafter.

4. Pursuant to the terms of the Merger Agreement, as a result of the Merger, each option that is vested and in-the-money has been cancelled and converted into the right to receive the excess of the Cash Consideration over the per-share exercise price, subject to applicable tax withholding.

5. Pursuant to their terms, the vesting of these options accelerated in full upon the completion of the Offer. 100% vests on the earlier of the first anniversary of the date of grant (June 18, 2014) or the day before the date of the first annual stockholder meeting after the date of grant. 12 months to exercise following termination of service. Full acceleration of all unvested shares upon the consummation of a change of control.

Remarks:

	/s/ Ammar Hanafi	04/29/2015
	** 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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