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*
Armony Izhar

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3300

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BigBand Networks, Inc. [ BBND ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/18/2009 S 20,000(1) D $3.7375 8,963,169(2)(3)(4) I See Footnotes (2)(3)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Armony Izhar

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3300

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Baldwin Christopher

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3300

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Dintersmith Ted R

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3300

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zak Michael J

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3300

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BURNES RICHARD M JR

(Last) (First) (Middle)
695 ATLANTIC AVE

(Street)
BOSTON MA 02111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TAI WILLIAM

(Last) (First) (Middle)
C/O IVP
3000 SAND HILL ROAD, 2-290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SACHS BRUCE I

(Last) (First) (Middle)
130 WAVERLY STREET

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents 19,407 shares sold by Charles River Partnership XI, LP ("CRP XI"), 490 shares sold by Charles River Friends XI-A, LP ("CRF XI-A") and 103 shares sold by Charles River Friends XI-B, LP ("CRF XI-B").
2. Represents 8,692,751 shares held by CRP XI, 225,429 shares held by CRF XI-A and 44,990 shares held by CRF XI-B.
3. Charles River XI GP, LLC ("CR XI GP LLC") is the General Partner of Charles River XI GP, LP ("CR XI GP LP"). CR XI GP LLC is also the General Partner of CRF XI-A and CRF XI-B. CR XI GP LP is the General Partner of CRP XI. CRP XI, CRF XI-A and CRF XI-B (collectively, the "Partnerships") form a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Each of Izhar Armony, Christopher Baldwin, Richard M. Burnes, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak is a managing member of CR XI GP, LLC. Accordingly, each of CR XI GP LP, CR XI GP LLC and Messrs. Armony, Baldwin, Burnes, Dintersmith, Sachs, Tai and Zak (collectively, the "Management Persons") may be deemed to beneficially own the securities owned by the Partnerships.
4. Each of the Management Persons disclaims beneficial ownership of the securities reported herein held by the Partnerships, except to the extent of such person's pecuniary interest in each applicable Partnership, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.
Remarks:
Each of Charles River Partnership XI, LP, Charles River Friends XI-A, LP, Charles River Friends XI-B, LP, Charles River XI GP, LP, and Charles River XI GP, LLC (the "Charles River Entities") is also a reporting person. Because the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the Charles River Entities have filed separately from this Form 4. Such other Form 4 and this Form 4 relate to the same securities and transactions. Thus, in total, there are twelve (12) joint filers: Charles River Partnership XI, LP, Charles River Friends XI-A, LP, Charles River Friends XI-B, LP, Charles River XI GP, LP, Charles River XI GP, LLC, Izhar Armony, Christopher Baldwin, Richard M. Burnes, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak.
/s/ John A. Genest as Attorney-in_Fact for Izhar Armony 11/20/2009
/s/ John A. Genest as Attorney-in-Fact for Christopher Baldwin 11/20/2009
/s/ John A. Genest as Attorney-in-Fact for Ted R. Dintersmith 11/20/2009
/s/ John A. Genest as Attorney-in-Fact for Michael J. Zak 11/20/2009
/s/ John A. Genest as Attorney-in-Fact for Richard M. Burnes, Jr. 11/20/2009
/s/ John A. Genest as Attorney-in-Fact for William P. Tai 11/20/2009
/s/ John A. Genest as Attorney-in-Fact for Bruce I. Sachs 11/20/2009
** 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 4 (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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