SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Levensohn Pascal

(Last)

(First)

(Middle)

C/O LEVENSOHN VENTURE PARTNERS, LLC

260 TOWNSEND STREET SUITE 600

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2007

3. Issuer Name and Ticker or Trading Symbol
Veraz Networks, Inc. [ VRAZ ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	280,552	I	Held by Star BayTechnology Ventures IV, L.P.⁽¹⁾
Common Stock	483,298	I	Held by Star Bay Partners, L.P.⁽²⁾
Common Stock	82,634	I	Held by Star Bay Entrepreneurs Fund, L.P.⁽³⁾
Common Stock	16,876	I	Held by Star Bay Associates Fund, L.P.⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock⁽⁵⁾	⁽⁵⁾	⁽⁹⁾	See footnote⁽⁵⁾	324,414	⁽⁵⁾	I	Held by Star BayTechnology Ventures IV, L.P.⁽¹⁾
Series A-1 Preferred Stock⁽⁵⁾	⁽⁵⁾	⁽⁹⁾	See footnote⁽⁵⁾	558,859	⁽⁵⁾	I	Held by Star Bay Partners, L.P.⁽²⁾
Series A-1 Preferred Stock⁽⁵⁾	⁽⁵⁾	⁽⁹⁾	See footnote⁽⁵⁾	100,310	⁽⁵⁾	I	Held by Star Bay Entrepreneurs Fund, L.P.⁽³⁾
Series A-1 Preferred Stock⁽⁵⁾	⁽⁵⁾	⁽⁹⁾	See footnote⁽⁵⁾	19,516	⁽⁵⁾	I	Held by Star Bay Associates Fund, L.P.⁽⁴⁾
Series C Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁹⁾	Common Stock	481,640	⁽⁶⁾	I	Held by Star BayTechnology Ventures IV, L.P.⁽¹⁾
Series C Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁹⁾	Common Stock	829,710	⁽⁶⁾	I	Held by Star Bay Partners, L.P.⁽²⁾
Series C Preferred Stock⁽⁶⁾	⁽⁷⁾	⁽⁹⁾	Common Stock	28,974	⁽⁶⁾	I	Held by Star Bay Associates Fund, L.P..⁽⁴⁾
Series D Preferred Stock⁽⁸⁾	⁽⁷⁾	⁽⁹⁾	Common Stock	117,226	⁽⁸⁾	I	Held by Star Bay Technology Ventures IV, L.P.⁽¹⁾

Explanation of Responses:

1. Held by Star Bay Technology Ventures IV, L.P. Mr. Levensohn is the Managing Partner of Levensohn Venture Partners, LLC which is the Managing Member of the Star Bay Technology Ventures IV, L.P. and Mr. Levensohn is also the Managing Partner of Levensohn Capital Partners II LLC and APH Capital Management LLC, each the General Partner of Star Bay Technology Ventures IV, L.P. Mr. Levensohn may be deemed to share dispositive and voting power over these shares. Mr Levensohn disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

2. Held by Star Bay Partners, L.P. Mr. Levensohn is the Managing Partner of Levensohn Venture Partners, LLC, which is the Managing Member of Star Bay Partners, L.P. and Mr. Levensohn is also the Managing Partner of Levensohn Capital Partners II LLC and APH Capital Management LLC, each the General Partner of Star Bay Partners, L.P. Mr. Levensohn may be deemed to share dispositive and voting power over these shares. Mr. Levensohn disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

3. Held by Star Bay Entrepeneurs Fund, L.P. Mr. Levensohn is the Manging Partner of Levensohn Venture Partners, LLC, which is the General Partner of Star Bay Entrepreneurs Fund, L.P. Mr. Levensohn may be deemed to share dispositive and voting power over these shares. Mr. Levensohn disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

4. Held by Star Bay Associates Fund, L.P. Mr. Levensohn is the Managing Partner of Levensohn Venture Partners, LLC, which is the General Partner of Star Bay Associates Fund, L.P. Mr. Levensohn may be deemed to share dispositive and voting power over these shares. Mr. Levensohn disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

5. These securities are redeemable and will be redeemed for the par value of $0.001 per share upon the closing of the Issuer's initial public offering. These securities are not convertible into any other securities of the Issuer.

6. Each share of Series C Preferred Stock will convert into one share of common stock upon the closing of the Issuer's public offering.

7. The securities are immediately convertible.

8. These securities will be automatically converted into common stock of the Issuer on a 1 to 0.951272727 basis (assuming an initial public offering price of $11.00 per share) upon the closing of the Issuer's initial public offering.

9. None

	/s/ Pascal Levensohn	04/04/2007
	** 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 5 (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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