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*
SUMMIT PARTNERS L P

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

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ubiquiti Networks, Inc. [ UBNT ]
5. 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
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2012
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 05/10/2012 J (1) 3,000,000 D (2) 17,095,543 (3) I Manager of GP of Direct Owners.
Common Stock 05/10/2012 J (1) 819,995 (4) A (2) 819,995 D (4)
Common Stock 05/10/2012 J (1) 819,995 (5) D (2) 0 D (5)
Common Stock 05/10/2012 J (6) 90,139 A (2) 90,139 D
Common Stock 05/10/2012 J (6) 90,139 D (2) 0 D
Commmon Stock 05/10/2012 J (7) 90,140 A (2) 90,140 D
Common Stock 05/10/2012 J (7) 90,140 D (2) 0 D
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*
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 Investors Management, LLC

(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)
222 BERKELEY STREET
18TH FLOOR

(Street)
BOSTON MA 02116

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

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

(Street)
BOSTON MA 02116

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

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

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. Distribution to Partners.
2. Not applicable.
3. Shares of common stock are held in the name of Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P.
4. Represents shares acquired by Summit Partners PE VII, L.P. and (with respect to a portion thereof) Summit Partners PE VII, LLC in the distribution.
5. Represents shares distributed by Summit Partners PE VII, L.P. and Summit Partners PE VIII, LLC. Shares were contributed to the Summit Investment Holdings Trust solely in exchange for beneficial interest therein. None of the Reporting Persons has any voting rights or control over the investment decisions made by Summit Investment Holdings Trust.
6. Represents shares acquired by Bruce R. Evans in the distribution. At the time of the distribution, Mr. Evans directed that these shares be contributed to Summit Investment Holdings Trust solely in exchange for beneficial interst therein. Mr. Evans has no voting rights or control over the investment decisions made by Summit Investment Holdings Trust.
7. Represents shares acquired by Martin J. Mannion in the distribution. At the time of the distribution, Mr. Mannion directed that these shares be contributed to Summit Investment Holdings Trust solely in exchange for beneficial interst therein. Mr. Mannion has no voting rights or control over the investment decisions made by Summit Investment Holdings Trust.
Remarks:
The entities mentioned in Footnote 3 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 Bruce R. Evans and Martin J. Mannion, 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, Mr. Mannion and Mr. Evans disclaim beneficial ownership of the 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 Persons' pecuniary interest therein.
Summit Partners, L.P., by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member 05/14/2012
Summit Investors Management, LLC, by Summit Partners, L.P.its Managing Member, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph Trustey, Member 05/14/2012
Summit Partners PE VII, LLC, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Parnter, by Robin W. Devereux, POA for Joseph Trustey, Member 05/14/2012
Summit Partners PE VII, L.P., by Summit Partners PE VII, LLC, its General Partner, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph Trustey, Member 05/14/2012
Robin W. Devereux, Power of Attorney for Bruce R. Evans 05/14/2012
Robin W. Devereux, Power of Attorney for Martin J. Mannion 05/14/2012
** Signature of Reporting Person Date
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