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 RULE 13d-2
(Amendment No. )
Mavenir Systems, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
577675101
(CUSIP Number)
December 31, 2013
(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)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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. 577675101 |
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
NBVM GP, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (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
4,352,934 | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
4,352,934 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,352,934 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
18.7% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
Page 2 of 16 pages
CUSIP No. 577675101 |
1. | Names of Reporting Persons.
North Bridge Venture Management V, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (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
2,526,659 | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
2,526,659 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,526,659 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
10.9% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 3 of 16 pages
CUSIP No. 577675101 |
1. | Names of Reporting Persons.
North Bridge Venture Management VI, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (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
1,826,275 | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
1,826,275 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,826,275 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
7.8% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 4 of 16 pages
CUSIP No. 577675101 |
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
North Bridge Venture Partners V-A, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (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
1,695,587 | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
1,695,587 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,695,587 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
7.3% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 5 of 16 pages
CUSIP No. 577675101 |
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
North Bridge Venture Partners V-B, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (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
831,072 | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
831,072 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
831,072 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
3.6% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 6 of 16 pages
CUSIP No. 577675101 |
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
North Bridge Venture Partners VI, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (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
1,826,275 | ||||
6. | Shared Voting Power
-0- | |||||
7. | Sole Dispositive Power
1,826,275 | |||||
8. | Shared Dispositive Power
-0- | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,826,275 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
7.8% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
Page 7 of 16 pages
CUSIP No. 577675101 |
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Edward T. Anderson | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
4,352,934 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
4,352,934 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,352,934 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
18.7% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
Page 8 of 16 pages
CUSIP No. 577675101 |
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Richard A. DAmore | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
-0- | ||||
6. | Shared Voting Power
4,352,934 | |||||
7. | Sole Dispositive Power
-0- | |||||
8. | Shared Dispositive Power
4,352,934 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,352,934 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
18.7% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
Page 9 of 16 pages
CUSIP No. 577675101 |
Item 1(a) | Name of Issuer: |
Mavenir Systems, Inc.
Item 1(b) | Address of Issuers Principal Executive Offices: |
1700 International Parkway, Suite 200
Richardson, TX 75081
Item 2(a) | Name of Person Filing: |
The reporting persons are:
NBVM GP, LLC (the GP of the GP)
North Bridge Venture Management V, L.P. (the NBVP V GP)
North Bridge Venture Management VI, L.P. (the NBVP VI GP)
North Bridge Venture Partners V-A, L.P. (Fund V-A)
North Bridge Venture Partners V-B, L.P. (Fund V-B)
North Bridge Venture Partners VI, L.P. (Fund VI)
Edward T. Anderson (Mr. Anderson)
Richard A. DAmore (Mr. DAmore)
Item 2(b) | Address of Principal Business Office or, if None, Residence: |
The address of each of the reporting persons is:
c/o North Bridge Venture Partners
950 Winter Street, Suite 4600
Waltham, Massachusetts 02451
Item 2(c) | Citizenship: |
GP of the GP | Delaware limited liability company | |
NBVP V GP | Delaware limited partnership | |
NBVP VI GP | Delaware limited partnership | |
Fund V-A | Delaware limited partnership | |
Fund V-B | Delaware limited partnership | |
Fund VI | Delaware limited partnership | |
Mr. Anderson | U.S. citizen | |
Mr. DAmore | U.S. citizen |
Page 10 of 16 pages
CUSIP No. 577675101 |
Item 2(d) | Title of Class of Securities: |
This Schedule 13G report relates to the Common Stock, par value $0.01 per share (Common Stock), of Mavenir Systems, Inc.
Item 2(e) | CUSIP Number: |
577675101
Item 3 | Description of Person Filing: |
Not applicable.
Page 11 of 16 pages
CUSIP No. 577675101 |
Item 4 | Ownership: |
(a) | Amount Beneficially Owned: |
As of December 31, 2013: (i) Fund V-A was the record holder of 1,695,587 shares of Common Stock (the V-A Shares) (ii) Fund V-B was the record holder of 831,072 shares of Common Stock (the V-B Shares and, together with the V-A Shares, the Fund V Shares); and Fund VI was the record holder of 1,826,275 shares of Common Stock (the Fund VI Shares and, together with the Fund V Shares, the Shares).
As the general partner of Fund V-A and Fund V-B, NBVP V GP may be deemed to beneficially own the Fund V Shares.
As the general partner of Fund VI, NBVP VI GP may be deemed to beneficially own the Fund VI Shares.
As the general partner of NBVP V GP and NBVP VI GP, the GP of the GP may be deemed to beneficially own the Shares.
Messrs. Anderson and DAmore, as individual managers of the GP of the GP with shared voting and dispositive power over the Shares, may be deemed to beneficially own the Shares.
(b) | Percent of Class: |
GP of the GP |
18.7 | % | ||
NBVP V GP |
10.9 | % | ||
NBVP VI GP |
7.8 | % | ||
NBVP V-A |
7.3 | % | ||
NBVP V-B |
3.6 | % | ||
NBVP VI |
7.8 | % | ||
Mr. Anderson |
18.7 | % | ||
Mr. DAmore |
18.7 | % |
The ownership percentages above are based on an aggregate of 23,274,023 shares of Common Stock outstanding, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
(c) | Number of Shares as to which the Person has: |
NUMBER OF SHARES OF COMMON STOCK | ||||||||||||||||
Reporting Person |
(i) | (ii) | (iii) | (iv) | ||||||||||||
GP of the GP |
4,352,934 | 0 | 4,352,934 | 0 | ||||||||||||
NBVP V GP |
2,526,659 | 0 | 2,526,659 | 0 | ||||||||||||
NBVP VI GP |
1,826,275 | 0 | 1,826,275 | 0 | ||||||||||||
NBVP V-A |
1,695,587 | 0 | 1,695,587 | 0 | ||||||||||||
NBVP V-B |
831,072 | 0 | 831,072 | 0 | ||||||||||||
NBVP VI |
1,826,275 | 0 | 1,826,275 | 0 | ||||||||||||
Mr. Anderson |
0 | 4,352,934 | 0 | 4,352,934 | ||||||||||||
Mr. DAmore |
0 | 4,352,934 | 0 | 4,352,934 |
(i) | Sole power to vote or direct the vote |
(ii) | Shared power to vote or to direct the vote |
(iii) | Sole power to dispose or to direct the disposition of |
(iv) | Shared power to dispose or to direct the disposition of |
Page 12 of 16 pages
CUSIP No. 577675101
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 [ ].
Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Not 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: |
Each of the Reporting Persons expressly disclaims membership in a Group as defined in Rule 13d-1(b)(ii)(K).
Item 9 | Notice of Dissolution of Group: |
Not applicable.
Item 10 | Certification: |
Not applicable.
This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
Page 13 of 16 pages
CUSIP No. 577675101 |
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
DATED: January 22, 2014
NBVM GP, LLC | ||
By: |
/s/ Edward T. Anderson | |
| ||
Name: |
Edward T. Anderson | |
Title: |
Manager | |
NORTH BRIDGE VENTURE MANAGEMENT V, L.P. | ||
By: |
NBVM GP, LLC | |
By: |
/s/ Edward T. Anderson | |
| ||
Name: |
Edward T. Anderson | |
Title: |
Manager | |
NORTH BRIDGE VENTURE MANAGEMENT VI, L.P. | ||
By: |
NBVM GP, LLC | |
By: |
/s/ Edward T. Anderson | |
| ||
Name: |
Edward T. Anderson | |
Title: |
Manager | |
NORTH BRIDGE VENTURE PARTNERS V-A, L.P. | ||
By: |
North Bridge Venture Management V, L.P. | |
By: |
NBVM GP, LLC | |
By: |
/s/ Edward T. Anderson | |
| ||
Name: |
Edward T. Anderson | |
Title: |
Manager | |
NORTH BRIDGE VENTURE PARTNERS V-B, L.P. | ||
By: |
North Bridge Venture Management V, L.P. | |
By: |
NBVM GP, LLC | |
By: |
/s/ Edward T. Anderson | |
| ||
Name: |
Edward T. Anderson | |
Title: |
Manager |
Page 14 of 16 pages
CUSIP No. 577675101 |
NORTH BRIDGE VENTURE PARTNERS VI, L.P. | ||
By: |
North Bridge Venture Management VI, L.P. | |
By: |
NBVM GP, LLC | |
By: |
/s/ Edward T. Anderson | |
Name: |
Edward T. Anderson | |
Title: |
Manager | |
/s/ Edward T. Anderson | ||
EDWARD T. ANDERSON | ||
/s/ Richard A. DAmore | ||
RICHARD A. DAMORE |
Page 15 of 16 pages
CUSIP No. 577675101 |
Exhibit I
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Mavenir Systems, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED as of this 22nd day of January, 2014.
NBVM GP, LLC | ||
By: |
/s/ Edward T. Anderson | |
Name: |
Edward T. Anderson | |
Title: |
Manager | |
NORTH BRIDGE VENTURE MANAGEMENT V, L.P. | ||
By: |
NBVM GP, LLC | |
By: |
/s/ Edward T. Anderson | |
Name: |
Edward T. Anderson | |
Title: |
Manager | |
NORTH BRIDGE VENTURE MANAGEMENT VI, L.P. | ||
By: |
NBVM GP, LLC | |
By: |
/s/ Edward T. Anderson | |
Name: |
Edward T. Anderson | |
Title: |
Manager | |
NORTH BRIDGE VENTURE PARTNERS V-A, L.P. | ||
By: |
North Bridge Venture Management V, L.P. | |
By: |
NBVM GP, LLC | |
By: |
/s/ Edward T. Anderson | |
Name: |
Edward T. Anderson | |
Title: |
Manager | |
NORTH BRIDGE VENTURE PARTNERS V-B, L.P. | ||
By: |
North Bridge Venture Management V, L.P. | |
By: |
NBVM GP, LLC | |
By: |
/s/ Edward T. Anderson | |
Name: |
Edward T. Anderson | |
Title: |
Manager | |
/s/ Edward T. Anderson | ||
EDWARD T. ANDERSON | ||
/s/ Richard A. DAmore | ||
RICHARD A. DAMORE |
Page 16 of 16 pages