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
X	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* Shamapant Venugopal R (Last) (First) (Middle) C/O MAVENIR SYSTEMS, INC. 1700 INTERNATIONAL PARKWAY, SUITE 200 (Street) RICHARDSON TX 75081 (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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/29/2015		U		16,163	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$10	04/29/2015		D(1)			35,000	(2)	11/06/2023	Common Stock	35,000	$7.55(3)	0	D
Stock Option (Right to Buy)	$15.55	04/29/2015		D(1)			17,500	(4)	06/18/2024	Common Stock	17,500	$2(3)	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. 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.

3. 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.

4. 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 June 18, 2014 date of grant 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/ Terry Hungle on behalf of Venugopal R. Shamapant	05/01/2015
	** 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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