SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
SUMMIT PARTNERS L P

(Last) (First) (Middle)
222 BERKELEY STREET
18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2011
3. Issuer Name and Ticker or Trading Symbol
Ubiquiti Networks, Inc. [ UBNT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Manager of GP of 10% owner.
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock 03/02/2010 (1) Common Stock 23,992,929 (2) (1) I Manager of GP of 10% owner.
1. Name and Address of Reporting Person*
SUMMIT PARTNERS L P

(Last) (First) (Middle)
222 BERKELEY STREET
18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Summit Partners PE VII, LLC

(Last) (First) (Middle)
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Summit Partners PE VII, L.P.

(Last) (First) (Middle)
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Summit Investors Management, LLC

(Last) (First) (Middle)
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MANNION MARTIN J

(Last) (First) (Middle)
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EVANS BRUCE R

(Last) (First) (Middle)
C/O SUMMIT PARTNERS, L.P.
222 BERKLEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. The Series A preferred stock is convertible into Ubiquiti Networks, Inc. common stock on a one-for-one basis and has no expiration date.
2. The shares underlying the Series A preferred stock are held as follows: 14,942,702 shares of common stock issuable upon the conversion of Series A preferred stock are held by Summit Partners Private Equity Fund VII-A, L.P., 8,974,825 shares of common stock issuable upon the conversion of Series A preferred stock are held by Summit Partners Private Equity Fund VII-B, L.P., 68,917 shares of common stock issuable upon the conversion of Series A preferred stock are held by Summit Investors I, LLC and 6,485 shares of common stock issuable upon the conversion of Series A preferred stock are held by Summit Investors I (UK), L.P.
Remarks:
The entities mentioned in Footnote 2 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC., and the general partner of Summit Investors I (UK), L.P. Summit Partners, L.P., through a two-person investment committee, currently composed of Martin J. Mannion and Bruce R. Evans, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the Summit Entities and Messrs. Mannion and Evans disclaim beneficial ownership of shares, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Person's pecuniary interest therein. Exhibits: Exhibit 24 - Power of Attorney.
Summit Partners, L.P., /s/ Robin W. Devereux, as Attorney-in-Fact 10/13/2011
Summit Partners PE VII, LLC, /s/ Robin W. Devereux, as Attorney-in-Fact 10/13/2011
Summit Partners PE VII, L.P., /s/ Robin W. Devereux, as Attorney-in-Fact 10/13/2011
Summit Investors Management, LLC, /s/ Robin W. Devereux, as Attorney-in-Fact 10/13/2011
/s/ Robin W. Devereux, as Attorney-in-Fact for Martin J. Mannion 10/13/2011
/s/ Robin W. Devereux, as Attorney-in-Fact for Bruce R. Evans 10/13/2011
** 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 5 (b)(v).
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