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^*

Levensohn Pascal

(Last)

(First)

(Middle)

C/O VERAZ NETWORKS, INC.

926 ROCK AVENUE, SUITE 20

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

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

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)
04/11/2007

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	04/11/2007		C		481,640	A	⁽¹⁾	762,192	I	See footnote⁽²⁾
Common Stock	04/11/2007		C		153,331	A	⁽⁵⁾	915,523	I	See footnote⁽²⁾
Common Stock	04/11/2007		C		829,710	A	⁽¹⁾	1,313,008	I	See footnote⁽³⁾
Common Stock	04/11/2007		C		28,974	A	⁽¹⁾	45,850	I	See footnote⁽⁴⁾

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)
Series C Preferred Stock	⁽¹⁾	04/11/2007		C			481,640	⁽¹⁾	⁽¹⁾	Common Stock	481,640	$0	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	04/11/2007		C			829,710	⁽¹⁾	⁽¹⁾	Common Stock	829,710	$0	0	I	See footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	04/11/2007		C			28,974	⁽¹⁾	⁽¹⁾	Common Stock	28,974	$0	0	I	See footnote⁽⁴⁾
Series D Preferred Stock	⁽⁵⁾	04/11/2007		C			117,226	⁽⁵⁾	⁽⁵⁾	Common Stock	153,331	$0	0	I	See footnote⁽²⁾
Series A-1 Preferred Stock	⁽⁶⁾	04/11/2007		J			324,414	⁽⁶⁾	⁽⁶⁾	See footnote⁽⁶⁾	0	⁽⁶⁾	0	I⁽⁶⁾	See footnote⁽²⁾
Series A-1 Preferred Stock	⁽⁶⁾	04/11/2007		J			558,859	⁽⁶⁾	⁽⁶⁾	See footnote⁽⁶⁾	0	⁽⁶⁾	0	I⁽⁶⁾	See footnote⁽³⁾
Series A-1 Preferred Stock	⁽⁶⁾	04/11/2007		J			19,516	⁽⁶⁾	⁽⁶⁾	See footnote⁽⁶⁾	0	⁽⁶⁾	0	I⁽⁶⁾	See footnote⁽⁴⁾
Series A-1 Preferred Stock	⁽⁶⁾	04/11/2007		J			100,310	⁽⁶⁾	⁽⁶⁾	See footnote⁽⁶⁾	0	⁽⁶⁾	0	I⁽⁶⁾	See footnote⁽⁷⁾

Explanation of Responses:

1. Each share of Series C Preferred Stock converted into one share of common stock upon the closing of the Issuer's public offering, was convertible at any time at the election of the holder and had no expiration date.

2. 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 Star Bay Technology Ventures IV, L.P. and Mr. Levensohn is also the Manging 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.

3. 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.

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 automatically converted into common stock of the Issuer on a 1 to 1.30800 basis upon the closing of the Issuer's intital public offering and had no expiration date.

6. These securities were automatically redeemed for the par value of $0.001 per share upon the closing of the Issuer's initial public offering. These securities were not convertible into any other securities of the Issuer.

7. Held by Star Bay Entrepreneurs Fund, L.P. Mr. Levensohn is the Managing 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.

	/s/ Pascal Levensohn	04/11/2007
	** Signature of Reporting Person	Date
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