0000919574-14-007009.txt : 20141215 0000919574-14-007009.hdr.sgml : 20141215 20141212173812 ACCESSION NUMBER: 0000919574-14-007009 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141215 DATE AS OF CHANGE: 20141212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOBLOX INC CENTRAL INDEX KEY: 0001223862 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 200062867 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87159 FILM NUMBER: 141284519 BUSINESS ADDRESS: STREET 1: 3111 CORONADO DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-986-4000 MAIL ADDRESS: STREET 1: 3111 CORONADO DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CADIAN CAPITAL MANAGEMENT, LP CENTRAL INDEX KEY: 0001423686 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-792-8800 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: CADIAN CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20080111 SC 13G/A 1 d6280484_13g-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


Infoblox Inc.
(Name of Issuer)


Common Stock, $0.0001 par value per share
(Title of Class of Securities)


45672H104
(CUSIP Number)


December 9, 2014
(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 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
45672H104
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Cadian Capital Management, LP
 
     
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
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
5,809,391
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
5,809,391
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
5,809,391
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
10.4%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
 


CUSIP No
45672H104
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Eric Bannasch
 
     
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 of America
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
5,809,391
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
5,809,391
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
5,809,391
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
10.4%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
 



 
CUSIP No
45672H104
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Cadian Fund, LP
 
     
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
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
3,171,928
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
3,171,928
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
3,171,928
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
5.7%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 



       
CUSIP No
45672H104
   

Item 1.
(a).
Name of Issuer:
 
 
       
   
Infoblox Inc.
 

 
(b).
Address of Issuer's Principal Executive Offices:
 
 
   
3111 Coronado Drive
Santa Clara, California 95054
 

Item 2.
(a).
Name of Person Filing:
 
   
 
Cadian Capital Management, LP
Eric Bannasch
 
   
Cadian Fund, LP
 

 
(b).
Address of Principal Business Office, or if None, Residence:
 
   
 
Cadian Capital Management, LP
535 Madison Avenue
36th Floor
New York, NY  10022
 
Eric Bannasch
535 Madison Avenue
36th Floor
New York, NY  10022
 
Cadian Fund LP
c/o Cadian Capital Management, LP
535 Madison Avenue
36th Floor
New York, NY 10022
 
       

 
(c).
Citizenship:
 
   
 
Cadian Capital Management, LP - Delaware
Eric Bannasch – United States of America
Cadian Fund, LP - Delaware
 

 
(d).
Title of Class of Securities:
 
       
   
Common Stock, $0.0001 par value per share
 

 
(e).
CUSIP Number:
 
 
       
   
45672H104
 



Item 3.
 
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange 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 § 240.13d-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 Rule 13d-1(b)(1)(ii)(G);

 
(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 s.240.13d-1(b)(1)(ii)(J).

 
Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
Cadian Capital Management, LP – 5,809,391
Eric Bannasch – 5,809,391
Cadian Fund, LP – 3,171,928

 
(b)
Percent of class:
     
   
Cadian Capital Management, LP – 10.4%
Eric Bannasch – 10.4%
Cadian Fund, LP – 5.7%
 
(c)
Number of shares as to which the person has:
 
   
Cadian Capital Management, LP



   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
5,809,391
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
5,809,391
.
         

   
Eric Bannasch
 
   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
5,809,391
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
5,809,391
.
   
 
Cadian Fund, LP
         

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
3,171,928
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
3,171,928
.

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 [_].
 
 
N/A
   

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person 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 securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
All securities reported in this Schedule 13G/A are owned by advisory clients of Cadian Capital Management, LP.  None of the advisory clients other than Cadian Fund, LP individually own more than 5% of the Common Stock, $0.0001 par value per share.
   



Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   

Item 8.
Identification and Classification of Members of the Group.
 
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
N/A
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A

 
Item 10.
 
Certification.

   
By signing below I certify that, to the best of my 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.



SIGNATURE

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.

 
December 12, 2014
 
(Date)
 

 
   
 
Cadian Capital Management, LP
 
By: Cadian Capital Management GP, LLC, its General Partner
 
By:  /s/ Eric Bannasch
 
__________________________
 
Eric Bannasch
 
Managing Member
 
/s/  Eric Bannasch
 
__________________________
 
Eric Bannasch*
   
   
 
Cadian Fund, LP
 
By:  Cadian GP, LLC, its general partner
   
 
By:  /s/ Eric Bannasch
 
__________________________
 
Eric Bannasch
 
Managing Member


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 1 to Schedule 13G dated December 12, 2014 relating to the Common Stock, $0.0001 par value per share, of Infoblox Inc. shall be filed on behalf of the undersigned.
 
Cadian Capital Management, LP
 
By: Cadian Capital Management GP, LLC, its General Partner
 
By:  /s/ Eric Bannasch
 
__________________________
 
Eric Bannasch
 
Managing Member
 
/s/  Eric Bannasch
 
__________________________
 
Eric Bannasch*
   
   
 
Cadian Fund, LP
 
By:  Cadian GP, LLC, its general partner
   
 
By:  /s/ Eric Bannasch
 
__________________________
 
Eric Bannasch
 
Managing Member