sc13gza

0000950123-10-009253.txt : 20100205 0000950123-10-009253.hdr.sgml : 20100205 20100205161909 ACCESSION NUMBER: 0000950123-10-009253 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100205 DATE AS OF CHANGE: 20100205 GROUP MEMBERS: A. GRANT HEIDRICH, III GROUP MEMBERS: ALLEN L. MORGAN GROUP MEMBERS: DAVID J. LADD GROUP MEMBERS: F. GIBSON MYERS, JR. GROUP MEMBERS: JANICE M. ROBERTS GROUP MEMBERS: MAYFIELD ASSOCIATES FUND IV, A DELAWARE LIMITED PARTNERSHIP GROUP MEMBERS: MAYFIELD ASSOCIATES FUND VI, A DELAWARE LIMITED PARTNERSHIP GROUP MEMBERS: MAYFIELD IX MANAGEMENT, L.L.C. GROUP MEMBERS: MAYFIELD IX, A DELAWARE LIMITED PARTNERSHIP GROUP MEMBERS: MAYFIELD PRINCIPALS FUND II, A DELAWARE LLC GROUP MEMBERS: MAYFIELD XI MANAGEMENT, L.L.C. GROUP MEMBERS: MAYFIELD XI, A DELAWARE LIMITED PARTNERSHIP GROUP MEMBERS: ROBERT T. VASAN GROUP MEMBERS: WENDELL G. VAN AUKEN, III GROUP MEMBERS: WILLIAM D. UNGER GROUP MEMBERS: YOGEN K. DALAL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3PAR Inc. CENTRAL INDEX KEY: 0001408501 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 770510671 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83579 FILM NUMBER: 10577602 BUSINESS ADDRESS: STREET 1: 4209 TECHNOLOGY DRIVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 510-413-5999 MAIL ADDRESS: STREET 1: 4209 TECHNOLOGY DRIVE CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAYFIELD XI QUALIFIED LP CENTRAL INDEX KEY: 0001118439 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 8508545560 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 f54851sc13gza.htm SC 13G/A sc13gza

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)

(Amendment No. 2)¹

3PAR Inc.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

88580F109
(CUSIP Number)

December 31, 2009
(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)

þ 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.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield IX Management, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,964,640 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			3,964,640 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,964,640 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.4% *

12	TYPE OF REPORTING PERSON

	OO

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 2 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield IX, a Delaware Limited Partnership


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,766,409 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			3,766,409 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,766,409 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.1% *

12	TYPE OF REPORTING PERSON

	PN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 3 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield Associates Fund IV, a Delaware Limited Partnership


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			198,231 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			198,231 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	198,231 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.3% *

12	TYPE OF REPORTING PERSON

	PN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 4 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield XI Management, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,992,813 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			4,992,813 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,992,813 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.1% *

12	TYPE OF REPORTING PERSON

	OO

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 5 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield XI, a Delaware Limited Partnership


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			269,611 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			269,611 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	269,611 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.4% *

12	TYPE OF REPORTING PERSON

	PN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 6 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield XI Qualified, a Delaware Limited Partnership


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,323,779 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			4,323,779 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,323,779 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.0% *

12	TYPE OF REPORTING PERSON

	PN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 7 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield Associates Fund VI, a Delaware Limited Partnership


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			89,871 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			89,871 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	89,871 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.1% *

12	TYPE OF REPORTING PERSON

	PN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 8 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield Principals Fund II, a Delaware LLC Including Multiple Series


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			309,552 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			309,552 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	309,552 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.5% *

12	TYPE OF REPORTING PERSON

	OO

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 9 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Yogen K. Dalal


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	India

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,957,453 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			8,957,453 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,957,453 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	14.5% *

12	TYPE OF REPORTING PERSON

	IN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 10 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) F. Gibson Myers, Jr.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,964,640 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			3,964,640 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,964,640 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.4% *

12	TYPE OF REPORTING PERSON

	IN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 11 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) William D. Unger


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,964,640 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			3,964,640 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,964,640 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.4% *

12	TYPE OF REPORTING PERSON

	IN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 12 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Wendell G. Van Auken, III


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,964,640 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			3,964,640 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,964,640 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.4% *

12	TYPE OF REPORTING PERSON

	IN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 13 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) A. Grant Heidrich, III


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,964,640 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			3,964,640 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,964,640 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	6.4% *

12	TYPE OF REPORTING PERSON

	IN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 14 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) David J. Ladd


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,992,813 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			4,992,813 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,992,813 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.1% *

12	TYPE OF REPORTING PERSON

	IN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 15 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Allen L. Morgan


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,992,813 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			4,992,813 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,992,813 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.1% *

12	TYPE OF REPORTING PERSON

	IN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 16 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Janice M. Roberts


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,992,813 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			4,992,813 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,992,813 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.1% *

12	TYPE OF REPORTING PERSON

	IN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 17 of 25 pages.


CUSIP No.		88580F109	13G


1	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Robert T. Vasan


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,992,813 *

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			4,992,813 *

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,992,813 *

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.1% *

12	TYPE OF REPORTING PERSON

	IN

Represents the aggregate number of shares, and percentage ownership, of common stock of 3PAR Inc. held by the Reporting Person as of December 31, 2009.

Page 18 of 25 pages.

Item 1.

	(a)		Name of Issuer:

			3PAR Inc.

	(b)		Address of Issuer’s Principal Executive Offices:

			4209 Technology Drive Fremont, CA 94538

Item 2.

	(a)		Name of Persons Filing:

			Mayfield IX Management, L.L.C. Mayfield IX, a Delaware Limited Partnership Mayfield Associates Fund IV, a Delaware Limited Partnership Mayfield XI Management, L.L.C. Mayfield XI, a Delaware Limited Partnership Mayfield XI Qualified, a Delaware Limited Partnership Mayfield Associates Fund VI, a Delaware Limited Partnership Mayfield Principals Fund II, a Delaware LLC Including Multiple Series Yogen K. Dalal F. Gibson Myers, Jr. William D. Unger Wendell G. Van Auken, III A. Grant Heidrich, III David J. Ladd Allen L. Morgan Janice M. Roberts Robert T. Vasan

	(b)		Address of Principal Business Office:

			c/o Mayfield Fund 2800 Sand Hill Road, Suite 250 Menlo Park, CA 94025

	(c)		Citizenship:

			Mayfield IX, a Delaware Limited Partnership, Mayfield Associates Fund IV, a Delaware Limited Partnership, Mayfield XI, a Delaware Limited Partnership, Mayfield XI Qualified, a Delaware Limited Partnership and Mayfield Associates Fund VI, a Delaware Limited Partnership, are Delaware limited partnerships. Mayfield IX Management, L.L.C., Mayfield XI Management, L.L.C. and Mayfield Principals Fund II, a Delaware LLC Including Multiple Series, are Delaware limited liability companies.

Page 19 of 25 pages.

			The individuals listed in Item 2(a), other than Yogen K. Dalal, are U.S. citizens; Mr. Dalal is a citizen of India.

	(d)		Title of Class of Securities:

			Common Stock

	(e)		CUSIP Number:

			88580F109

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership.

The information regarding ownership as set forth in Items 5-9 of Pages 2-19 hereto is hereby incorporated by reference. All share amounts set forth in Items 5 — 9 of Pages 2 — 19 are reported as of December 31, 2009. For a summary of total ownership by all Reporting Persons, see Exhibit 3 hereto. Footnote (12) on Exhibit 3 hereto states the number of shares directly owned by the Reporting Persons as of February 4, 2010.

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.

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.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

Page 20 of 25 pages.

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.

Date: February 4, 2010

MAYFIELD IX MANAGEMENT, L.L.C., by /s/ James T. Beck,
Authorized Signatory

MAYFIELD IX, a Delaware Limited Partnership, by Mayfield IX
Management, L.L.C., its General Partner, by /s/ James T. Beck,
Authorized Signatory

MAYFIELD ASSOCIATES FUND IV, a Delaware Limited
Partnership, by Mayfield IX Management, L.L.C., its General Partner, by /s/ James T. Beck, Authorized Signatory

MAYFIELD XI MANAGEMENT, L.L.C., by /s/ James T. Beck,
Authorized Signatory

MAYFIELD XI, a Delaware Limited Partnership, by Mayfield XI
Management, L.L.C., its General Partner, by /s/ James T. Beck,
Authorized Signatory

MAYFIELD XI QUALIFIED, a Delaware Limited Partnership, by
Mayfield XI Management, L.L.C., its General Partner, by /s/ James T.
Beck, Authorized Signatory

MAYFIELD ASSOCIATES FUND VI, a Delaware Limited
Partnership, by Mayfield XI Management, L.L.C., its General Partner, by /s/ James T. Beck, Authorized Signatory

MAYFIELD PRINCIPALS FUND II, A DELAWARE LLC
INCLUDING MULTIPLE SERIES, by Mayfield XI Management,
L.L.C., its Managing Director, by /s/ James T. Beck, Authorized
Signatory

Page 21 of 25 pages.

YOGEN K. DALAL, by /s/ James T. Beck, Attorney-in-fact for Yogen K. Dalal

F. GIBSON MYERS, JR., by /s/ James T. Beck, Attorney-in-fact for F. Gibson Myers, Jr.

WILLIAM D. UNGER, by /s/ James T. Beck, Attorney-in-fact for William D. Unger

WENDELL G. VAN AUKEN, III, by /s/ James T. Beck, Attorney-in-fact for Wendell G. Van Auken, III

A. GRANT HEIDRICH, III, by /s/ James T. Beck, Attorney-in-fact for A. Grant Heidrich, III

DAVID J. LADD, by /s/ James T. Beck, Attorney-in-fact for David J. Ladd

ALLEN L. MORGAN, by /s/ James T. Beck, Attorney-in-fact for Allen L. Morgan

JANICE M. ROBERTS, by /s/ James T. Beck, Attorney-in-fact for Janice M. Roberts

ROBERT T. VASAN, by /s/ James T. Beck, Attorney-in-fact for Robert T. Vasan

Page 22 of 25 pages.

EXHIBIT INDEX


Exhibit 1 —		“JOINT FILING AGREEMENT” is hereby incorporated by reference to Exhibit 1 to the Statement on Schedule 13G dated February 14, 2008.

Exhibit 2 —		“POWERS OF ATTORNEY” are hereby incorporated by reference to Exhibit 2 to the Statement on Schedule 13G dated February 14, 2008.

Exhibit 3 —		OWNERSHIP SUMMARY

Page 23 of 25 pages.

EX-3 2 f54851exv3.htm EX-3 exv3

EXHIBIT 3


	Number of						Percent of Class
	Shares						Beneficially
	(Direct)			Number of Shares			Owned
Name of Reporting Person	(11)(12)			(Indirect) (11)(12)			(1)(11)(12)
Mayfield IX Management, L.L.C.		-0-			3,964,640	(2) (3)		6.4	%
Mayfield IX, a Delaware Limited Partnership		3,766,409	(2)		-0-			6.1	%
Mayfield Associates Fund IV, a Delaware Limited Partnership		198,231	(3)		-0-			0.3	%
Mayfield XI Management, L.L.C.		-0-			4,992,813	(4) (5) (6) (7)		8.1	%
Mayfield XI, a Delaware Limited Partnership		269,611	(4)		-0-			0.4	%
Mayfield XI Qualified, a Delaware Limited Partnership		4,323,779	(5)		-0-			7.0	%
Mayfield Associates Fund VI, a Delaware Limited Partnership		89,871	(6)		-0-			0.1	%
Mayfield Principals Fund II, a Delaware LLC Including Multiple Series		309,552	(7)		-0-			0.5	%
Yogen K. Dalal		-0-			8,957,453	(8) (9)		14.5	%
F. Gibson Myers, Jr.		-0-			3,964,640	(8)		6.4	%
William D. Unger		-0-			3,964,640	(8)		6.4	%
Wendell G. Van Auken, III		-0-			3,964,640	(8)		6.4	%
A. Grant Heidrich, III		-0-			3,964,640	(8)		6.4	%
David J. Ladd		-0-			4,992,813	(9) (10)		8.1	%
Allen L. Morgan		-0-			4,992,813	(9) (10)		8.1	%
Janice M. Roberts		-0-			4,992,813	(9)		8.1	%
Robert T. Vasan		-0-			4,992,813	(9) (10)		8.1	%
TOTAL		8,957,453						14.5	%


(1)		The respective percentages set forth in this column were obtained by dividing the number of shares by the aggregate number of shares outstanding as of October 30, 2009, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2009.

(2)		Represents shares held directly by Mayfield IX, a Delaware Limited Partnership (“Mayfield IX”), of which Mayfield IX Management, L.L.C. (“Mayfield IX Management”) is the sole General Partner.

(3)		Represents shares held directly by Mayfield Associates Fund IV, a Delaware Limited Partnership (“Mayfield Associates IV”), of which Mayfield IX Management is the sole General Partner.

(4)		Represents shares held directly by Mayfield XI, a Delaware Limited Partnership (“Mayfield XI”), of which Mayfield XI Management, L.L.C. (“Mayfield XI Management”) is the sole General Partner.

(5)		Represents shares held directly by Mayfield XI Qualified, a Delaware Limited Partnership (“Mayfield XI Qualified”), of which Mayfield XI Management is the sole General Partner.

(6)		Represents shares held directly by Mayfield Associates Fund VI, a Delaware Limited Partnership (“Mayfield Associates VI”), of which Mayfield XI Management is the sole General Partner.

(7)		Represents shares held directly by Mayfield Principals Fund II, a Delaware LLC Including Multiple Series (“Mayfield Principals II”), of which Mayfield XI Management is the Managing Director.

(8)		Includes shares held directly by Mayfield IX and Mayfield Associates IV. Yogen K. Dalal, F. Gibson Myers, Jr., William D. Unger, Wendell G. Van Auken, III and A. Grant Heidrich, III are Managing Directors of Mayfield IX Management, which is the general partner of Mayfield IX and Mayfield Associates IV. Messrs. Dalal, Myers, Unger, Van Auken and Heidrich may be deemed to have shared voting and dispositive power over the shares

Page 24 of 25 pages.


		which are or may be deemed to be beneficially owned by Mayfield IX and Mayfield Associates IV, but each disclaims such beneficial ownership.

(9)		Includes shares held directly by Mayfield XI, Mayfield XI Qualified, Mayfield Associates VI and Mayfield Principals II. Yogen K. Dalal, David J. Ladd, Allen L. Morgan, Janice M. Roberts and Robert T. Vasan are Managing Directors of Mayfield XI Management, which is the general partner of Mayfield XI, Mayfield XI Qualified and Mayfield Associates VI and the sole Managing Director of Mayfield Principals II. Messrs. Dalal, Ladd and Morgan, Ms. Roberts and Mr. Vasan may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by Mayfield XI, Mayfield XI Qualified, Mayfield Associates VI and Mayfield Principals II, but each disclaims such beneficial ownership.

(10)		David J. Ladd, Allen L. Morgan and Robert T. Vasan are limited partners of Mayfield Associates IV and in such capacity do not share voting or dispositive power over the shares which are or may be deemed to be beneficially owned by Mayfield Associates IV. Each disclaims any beneficial ownership of such shares. Allen L. Morgan is a Non-Managing Member of Mayfield IX Management, which is the general partner of Mayfield IX and Mayfield Associates IV, and in such capacity does not share voting or dispositive power over any shares which are or may be deemed to be beneficially owned by Mayfield IX and Mayfield Associates IV. Mr. Morgan disclaims any beneficial ownership of such shares.

(11)		Each individual Reporting Person expressly disclaims that he or she is the beneficial owner of any shares which are or may be deemed to be beneficially owned by any other individual Reporting Person in his or her individual capacity.

(12)		The numbers of shares, and percentage ownership, reported elsewhere in this Schedule 13G are as of December 31, 2009. As of February 4, 2010, the following Reporting Persons owned directly the following numbers of shares:


	Number of		Percent of Class
	Shares		Beneficially
Name of Reporting Person	(Direct)		Owned
Mayfield IX, a Delaware Limited Partnership		3,217,535		5.2	%
Mayfield Associates Fund IV, a Delaware Limited Partnership		169,343		0.3	%
Mayfield XI, a Delaware Limited Partnership		230,321		0.4	%
Mayfield XI Qualified, a Delaware Limited Partnership		3,693,681		6.0	%
Mayfield Associates Fund VI, a Delaware Limited Partnership		76,775		0.1	%
Mayfield Principals Fund II, a Delaware LLC Including Multiple Series		264,441		0.4	%
TOTAL		7,652,096		12.4	%

Page 25 of 25 pages.