Amendment No. 2 to Schedule 13G

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

SOLE VOTING POWER

5,078,715 shares

SHARED VOTING POWER

0 shares

SOLE DISPOSITIVE POWER

5,078,715 shares

SHARED DISPOSITIVE POWER

0 shares

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V5laYO2JrbnZcD9u20DvCqDH9WeU8b0zVd2EiQr36COBqn1E7EaAKBfrIpphYoIj iRR/MNN15vST4ZbQJifeEQ== 0001193125-09-031117.txt : 20090217 0001193125-09-031117.hdr.sgml : 20090216 20090217155348 ACCESSION NUMBER: 0001193125-09-031117 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BigBand Networks, Inc. CENTRAL INDEX KEY: 0001381325 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 043444278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83242 FILM NUMBER: 09613406 BUSINESS ADDRESS: STREET 1: 475 BROADWAY CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-995-5000 MAIL ADDRESS: STREET 1: 475 BROADWAY CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKSIDE CAPITAL PARTNERS FUND LP CENTRAL INDEX KEY: 0001028348 IRS NUMBER: 043313066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: 617-516-2000 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 2 TO SCHEDULE 13G Amendment No. 2 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

BigBand Networks, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

089750509

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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 disclosures provided in a prior cover page.

The information required on 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. 089750509

13G/A

Page 2 of 6 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brookside Capital Partners Fund, L.P. EIN No.: 04-3313066
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,078,715 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.91%
12.	TYPE OF REPORTING PERSON PN

Page 2 of 6 Pages

Item 1(a).

Name of Issuer

The name of the issuer to which this filing on Schedule 13G/A relates is BigBand Networks, Inc. (the “Company”).

Item 1(b).

Address of Issuer’s Principal Executive Offices

The principal executive offices of the Company are located at 475 Broadway Street, Redwood City, California 94063.

Item 2(a).

Name of Person Filing

This Statement is being filed on behalf of Brookside Capital Partners Fund, L.P., a Delaware limited partnership (the “Brookside Fund”). Brookside Capital Investors, L.P., a Delaware limited partnership (“Brookside Investors”) is the sole general partner of the Brookside Fund. Brookside Capital Management, LLC, a Delaware limited liability company (“Brookside Management”), is the sole general partner of Brookside Investors. Mr. Domenic J. Ferrante is the sole managing member of Brookside Management.

Item 2(b).

Address of Principal Business Office or, if none, Residence

The principal business address of each of the Brookside Fund, Brookside Investors, Brookside Management and Mr. Ferrante is 111 Huntington Avenue, Boston, Massachusetts 02199.

Item 2(c).

Citizenship

Each of the Brookside Fund, Brookside Investors and Brookside Management is organized under the laws of the State of Delaware. Mr. Ferrante is a citizen of the United States.

Item 2(d).

Title of Class of Securities

The class of equity securities of the Company to which this filing on Schedule 13G/A relates is Common Stock, par value $0.001 (“Common Stock”).

Item 2(e).

CUSIP Number

The CUSIP number of the Company’s Common Stock is 089750509.

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: Not applicable.

(a)	[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).

(c)	[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	[ ] An investment adviser in accordance with §13d-1(b)(1)(ii)(E).

(f)	[ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	[ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

Page 3 of 6 Pages

(h)	[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	[ ] 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)	[ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).

[x] If this statement is filed pursuant to §240.13d-1(c), check this box.

Item 4.

Ownership

Item 4(a).

Amount beneficially owned

As of the close of business on December 31, 2008, the Brookside Fund owned 5,078,715 shares of Common Stock. The Brookside Fund acts by and through its general partner, Brookside Investors. Brookside Investors acts by and through its general partner, Brookside Management. Mr. Domenic J. Ferrante is the managing member of Brookside Management and thus is the controlling person of Brookside Management. No person other than the respective owner referred to herein of the Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such Common Stock.

Item 4(b).

Percent of Class

As of the close of business on December 31, 2008, the Brookside Fund was the beneficial owner of 7.91% of the Common Stock outstanding of the Company. The aggregate percentage of Common Stock reported owned by the Brookside Fund is based upon 64,179,869 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of November 1, 2008, based on representations made in the Company’s quarterly report for the fiscal quarter ended September 30, 2008 on Form 10-Q filed November 12, 2008 with the Securities and Exchange Commission.

Item 4(c).

Number of shares as to which such person has:


(i)	sole power to vote or to direct the vote:	5,078,715 shares

(ii)	shared power to vote or to direct the vote:	0 shares

(iii)	sole power to dispose or to direct the disposition of:	5,078,715 shares

(iv)	shared power to dispose or to direct the disposition of:	0 shares

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Page 4 of 6 Pages

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Page 5 of 6 Pages

Item 10.

Certification

By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Dated: February 17, 2009


BROOKSIDE CAPITAL PARTNERS FUND, L.P.

By:				/s/ Domenic J. Ferrante
Name:				Domenic J. Ferrante
Title:				Managing Director

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