
	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

Under the Securities Exchange Act of 1934
(Amendment No. )*

Veraz Networks, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

923359103

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	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).

CUSIP No. 923359103

	1.	Names of Reporting Persons Battery Ventures V, L.P. (“BV5”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,375,986 shares, except that Battery Partners V, LLC (“BPV LLC”), the general partner of BV5, may be deemed to have sole power to vote these shares; Richard D. Frisbie (“Frisbie”), a managing member of BPV LLC, may be deemed to have sole power to vote these shares; Oliver D. Curme (“Curme”), a managing member of BPV LLC, may be deemed to have sole power to vote these shares; Thomas J. Crotty (“Crotty”), a managing member of BPV LLC, may be deemed to have sole power to vote these shares; and Kenneth P. Lawler (“Lawler”) a managing member of BPV LLC, may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 3,375,986 shares, except that BPV LLC, general partner of BV5, may be deemed to have sole power to vote these shares; Frisbie, a managing member of BPV LLC, may be deemed to have sole power to vote these shares; Curme, a managing member of BPV LLC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BPV LLC, may be deemed to have sole power to vote these shares; and Lawler, a managing member of BPV LLC, may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,375,986

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 8.26%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 923359103

	1.	Names of Reporting Persons Battery Partners V, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,375,986 shares, except that Frisbie, a managing member of BPV LLC, may be deemed to have sole power to vote these shares; Curme, a managing member of BPV LLC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BPV LLC, may be deemed to have sole power to vote these shares; and Lawler, a managing member of BPV LLC, may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 3,375,986 shares, except that Frisbie, a managing member of BPV LLC, may be deemed to have sole power to vote these shares; Curme, a managing member of BPV LLC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BPV LLC, may be deemed to have sole power to vote these shares; and Lawler, a managing member of BPV LLC, may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,375,986

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 8.26%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 923359103

	1.	Names of Reporting Persons Battery Investment Partners V, LLC (“BIP5”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 66,924 shares, except that Frisbie, a managing member of BIP5, may be deemed to have sole power to vote these shares; Curme, a managing member of BIP5, may be deemed to have sole power to vote these shares; and Crotty, a managing member of BIP5, may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 66,924 shares, except that Frisbie, a managing member of BIP5, may be deemed to have sole power to vote these shares; Curme, a managing member of BIP5, may be deemed to have sole power to vote these shares; and Crotty, a managing member of BIP5, may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 66,924

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.16%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 923359103

	1.	Names of Reporting Persons Battery Ventures Convergence Fund, L.P. (“BVCF”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 196,764 shares, except that Battery Convergence Partners, LLC (“BCP LLC”), the general partner of BVCF, may be deemed to have sole power to vote these shares; Frisbie, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; Curme, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; and Lawler, a managing member of BCP LLC, may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 196,764 shares, except that BCP LLC, the general partner of BVCF, may be deemed to have sole power to vote these shares; Frisbie, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; Curme, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; and Lawler, a managing member of BCP LLC, may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 196,764

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.48%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 923359103

	1.	Names of Reporting Persons Battery Convergence Partners, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 196,764 shares, except that Battery Convergence Partners, LLC (“BCP LLC”), the general partner of BVCF, may be deemed to have sole power to vote these shares; Frisbie, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; Curme, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; and Lawler, a managing member of BCP LLC, may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 196,764 shares, except that BCP LLC, the general partner of BVCF, may be deemed to have sole power to vote these shares; Frisbie, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; Curme, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BCP LLC, may be deemed to have sole power to vote these shares; and Lawler, a managing member of BCP LLC, may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 196,764

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.48%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 923359103

	1.	Names of Reporting Persons Battery Management Company, LLC (“BMC”)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 86,206 shares, except that Frisbie, a managing member of BMC, may be deemed to have sole power to vote these shares; Curme, a managing member of BMC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BMC, may be deemed to have sole power to vote these shares; Lawler, a managing member of BMC, may be deemed to have sole power to vote these shares; Morgan M. Jones (“Jones”), a managing member of BMC, may be deemed to have sole power to vote these shares; Mark H. Sherman (“Sherman”), a managing member of BMC, may be deemed to have sole power to vote these shares; and Scott R. Tobin (“Tobin”), a managing member of BMC, may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 86,206 shares, except that Frisbie, a managing member of BMC, may be deemed to have sole power to vote these shares; Curme, a managing member of BMC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BMC, may be deemed to have sole power to vote these shares; Lawler, a managing member of BMC, may be deemed to have sole power to vote these shares; Jones, a managing member of BMC, may be deemed to have sole power to vote these shares; Sherman, a managing member of BMC, may be deemed to have sole power to vote these shares; and Tobin, a managing member of BMC, may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 86,206

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.21%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 923359103

	1.	Names of Reporting Persons Richard D. Frisbie

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,725,880 shares, of which 3,375,986 shares are directly owned by BV5; 66,924 shares are directly owned by BIP5; 196,764 shares are directly owned by BVCF; and 86,206 are directly owned by BMC. Frisbie is (i) a managing member of BPV LLC, which is the general partner of BV5, (ii) a managing member of BIP5, (iii) a managing member of BCP LLC, which is the general partner of BVCF and (iv) a managing member of BMC, and may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 3,725,880 shares, of which 3,375,986 shares are directly owned by BV5; 66,924 shares are directly owned by BIP5; 196,764 shares are directly owned by BVCF; and 86,206 are directly owned by BMC. Frisbie is (i) a managing member of BPV LLC, which is the general partner of BV5, (ii) a managing member of BIP5, (iii) a managing member of BCP LLC, which is the general partner of BVCF and (iv) a managing member of BMC, and may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,725,880

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.11%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 923359103

	1.	Names of Reporting Persons Oliver D. Curme

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,725,880 shares, of which 3,375,986 shares are directly owned by BV5; 66,924 shares are directly owned by BIP5; 196,764 shares are directly owned by BVCF; and 86,206 are directly owned by BMC. Curme is (i) a managing member of BPV LLC, which is the general partner of BV5, (ii) a managing member of BIP5, (iii) a managing member of BCP LLC, which is the general partner of BVCF and (iv) a managing member of BMC, and may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 3,725,880 shares, of which 3,375,986 shares are directly owned by BV5; 66,924 shares are directly owned by BIP5; 196,764 shares are directly owned by BVCF; and 86,206 are directly owned by BMC. Curme is (i) a managing member of BPV LLC, which is the general partner of BV5, (ii) a managing member of BIP5, (iii) a managing member of BCP LLC, which is the general partner of BVCF and (iv) a managing member of BMC, and may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,725,880

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.11%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 923359103

	1.	Names of Reporting Persons Thomas J. Crotty

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,725,880 shares, of which 3,375,986 shares are directly owned by BV5; 66,924 shares are directly owned by BIP5; 196,764 shares are directly owned by BVCF; and 86,206 are directly owned by BMC. Crotty is (i) a managing member of BPV LLC, which is the general partner of BV5, (ii) a managing member of BIP5, (iii) a managing member of BCP LLC, which is the general partner of BVCF and (iv) a managing member of BMC, and may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 3,725,880 shares, of which 3,375,986 shares are directly owned by BV5; 66,924 shares are directly owned by BIP5; 196,764 shares are directly owned by BVCF; and 86,206 are directly owned by BMC. Crotty is (i) a managing member of BPV LLC, which is the general partner of BV5, (ii) a managing member of BIP5, (iii) a managing member of BCP LLC, which is the general partner of BVCF and (iv) a managing member of BMC, and may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,725,880

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.11%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 923359103

	1.	Names of Reporting Persons Kenneth P. Lawler

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,658,956 shares, of which 3,375,986 shares are directly owned by BV5; 196,764 shares are directly owned by BVCF; and 86,206 are directly owned by BMC. Crotty is (i) a managing member of BPV LLC, which is the general partner of BV5, (ii) a managing member of BCP LLC, which is the general partner of BVCF and (iii) a managing member of BMC, and may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 3,658,956 shares, of which 3,375,986 shares are directly owned by BV5; 196,764 shares are directly owned by BVCF; and 86,206 are directly owned by BMC. Crotty is (i) a managing member of BPV LLC, which is the general partner of BV5, (ii) a managing member of BCP LLC, which is the general partner of BVCF and (iii) a managing member of BMC, and may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,658,956

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 8.95%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 923359103

	1.	Names of Reporting Persons Morgan M. Jones

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 86,206 shares which are directly owned by BMC. Jones is a managing member of BMC, and may be deemed to have sole power to vote these shares.

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 86,206 shares which are directly owned by BMC. Jones is a managing member of BMC, and may be deemed to have sole power to vote these shares.

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 86,206

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.21%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 923359103

	1.	Names of Reporting Persons Scott R. Tobin

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 86,206 shares which are directly owned by BMC. Tobin is a managing member of BMC, and may be deemed to have sole power to vote these shares..

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 86,206 shares which are directly owned by BMC. Tobin is a managing member of BMC, and may be deemed to have sole power to vote these shares..

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 86,206

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.21%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 923359103

	1.	Names of Reporting Persons Mark H. Sherman

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 86,206 shares which are directly owned by BMC. Sherman is a managing member of BMC, and may be deemed to have sole power to vote these shares..

			6.		Shared Voting Power See response to row 5

			7.		Sole Dispositive Power 86,206 shares which are directly owned by BMC. Sherman is a managing member of BMC, and may be deemed to have sole power to vote these shares..

			8.		Shared Dispositive Power See response to row 7

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 86,206

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.21%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 923359103

Item 1.
	(a)	Name of Issuer Veraz Networks, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 926 Rock Avenue, Suite 2 San Jose, CA 95131

Item 2.
	(a)	Name of Person Filing Battery Ventures V, L.P. (“BV5”), Battery Partners V, LLC (“BPV LLC”), Battery Investment Partners V, LLC (“BIP5”), Battery Ventures Convergence Fund, L.P. (“BVCF”), Battery Convergence Partners, LLC (“BCP LLC”), Battery Management Company, LLC (“BMC”), Richard D. Frisbie (“Frisbie”), Oliver D. Curme (“Curme”), Thomas J. Crotty (“Crotty”), Kenneth P. Lawler (“Lawler”), Morgan M. Jones (“Jones”), Scott R. Tobin (“Tobin”) and Mark H. Sherman (“Sherman”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Frisbie, Curme, Crotty, and Lawler, are the sole managing members of BPV LLC, the sole general partner of BV5. BIP5 invests alongside BV5 in all investments made by BV5. Frisbie, Curme and Crotty are the sole managing members of BIP5. Frisbie, Curme, Crotty, and Lawler are the sole managing members of BCP LLC, the sole general partner of BVCF. BVCF invests alongside BV5 in all investments made by BV5. Frisbie, Curme, Crotty, Lawler, Jones, Tobin and Sherman are the sole managing members of BMC.
	(b)	Address of Principal Business Office or, if none, Residence The address for each of the Reporting Persons is: Battery Ventures 930 Winter Street, Suite 2500 Waltham, MA 02451
	(c)	Citizenship Frisbie, Curme, Crotty, Lawler, Jones, Tobin and Sherman are United States citizens. BV5 and BVCF are limited partnerships organized under the laws of the State of Delaware. BPV LLC, BIP5, BCP LLC and BMC are limited liability companies organized under the laws of the State of Delaware.
	(d)	Title of Class of Securities Common Stock, $0.001 par value per share
	(e)	CUSIP Number 923359103

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
			Not Applicable

CUSIP No. 923359103

Item 4.	Ownership
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 40,880,540 shares of Common Stock outstanding as of October 31, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007. The following information with respect to the ownership of the ordinary shares of the issuer by the Reporting Persons filing this Statement is provided as of December 31, 2007:
	(a)	Amount beneficially owned: See Row 9 of cover page for each Reporting Person.
	(b)	Percent of class: See Row 11 of cover page for each Reporting Person.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See Row 5 of cover page for each Reporting Person.
		(ii)	Shared power to vote or to direct the vote See Row 6 of cover page for each Reporting Person.
		(iii)	Sole power to dispose or to direct the disposition of See Row 7 of cover page for each Reporting Person.
		(iv)	Shared power to dispose or to direct the disposition of See Row 8 of cover page for each Reporting Person.

Item 5.	Ownership of Five 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 five percent of the class of securities, check the following o.
	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Under certain circumstances set forth in the limited partnership agreements of BV5 and BVCF and the limited liability company agreements of BIP5 and BMC, the general and limited partners or members of each such entity, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as 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 Group
	Not applicable.

CUSIP No. 923359103

Item 10.	Certification
	Not applicable.

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.

February , 2008

BATTERY VENTURES V, L.P.


By:	Battery Partners V, LLC


By:		*
		Managing Member


BATTERY PARTNERS V, LLC


By:		*
		Managing Member


BATTERY INVESTMENT PARTNERS V, LLC


By:		*
		Managing Member


BATTERY VENTURES CONVERGENCE FUND, L.P.


By:	Battery Convergence Partners, LLC


By:		*
		Managing Member


BATTERY CONVERGENCE PARTNERS, LLC


By:		*
		Managing Member


BATTERY MANAGEMENT COMPANY, LLC


By:		*
		Managing Member

CUSIP No. 923359103

				RICHARD D. FRISBIE


				By:	*
					Richard D. Frisbie


				OLIVER D. CURME


				By:	*
					Oliver D. Curme


				THOMAS J. CROTTY


				By:	*
					Thomas J. Crotty


				KENNETH P. LAWLER


				By:	*
					Kenneth P. Lawler


				MORGAN M. JONES


				By:	*
					Morgan M. Jones


				SCOTT R. TOBIN


				By:	*
					Scott R. Tobin


				MARK H. SHERMAN


				By:	*
					Mark H. Sherman


	*By:	/s/ Christopher Hanson
	Name:		Christopher Hanson
	Attorney-in-Fact

This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

CUSIP No. 923359103

EXHIBIT I

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of shares of Common Stock of Cbeyond Communications, Inc..

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Date: February , 2008

BATTERY VENTURES V, L.P.


By:		Battery Partners V, LLC


By:			*
			Managing Member


BATTERY PARTNERS V, LLC


By:			*
			Managing Member


BATTERY INVESTMENT PARTNERS V, LLC


By:			*
			Managing Member


BATTERY VENTURES CONVERGENCE FUND, L.P.


By:	Battery Convergence Partners, LLC


By:			*
			Managing Member


BATTERY CONVERGENCE PARTNERS, LLC


By:			*
			Managing Member


BATTERY MANAGEMENT COMPANY, LLC


By:			*
			Managing Member

CUSIP No. 923359103

				RICHARD D. FRISBIE


				By:	*
					Richard D. Frisbie


				OLIVER D. CURME


				By:	*
					Oliver D. Curme


				THOMAS J. CROTTY


				By:	*
					Thomas J. Crotty


				KENNETH P. LAWLER


				By:	*
					Kenneth P. Lawler


				MORGAN M. JONES


				By:	*
					Morgan M. Jones


				SCOTT R. TOBIN


				By:	*
					Scott R. Tobin


				MARK H. SHERMAN


				By:	*
					Mark H. Sherman

	By:	/s/ Christopher Hanson
	Name:		Christopher Hanson
	Attorney-in-Fact

This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.