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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* August Capital Management V, L.L.C. (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MAVENIR SYSTEMS INC [ MVNR ]	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) 11/13/2013
	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	11/13/2013		C		2,903,831	A	(1)	2,903,831	I(2)	See footnotes(2)(3)

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
Series E Convertible Preferred Stock	(1)	11/13/2013		C			20,326,823	(1)	(1)	Common Stock	2,903,831	(1)	0	I(2)	See footnotes(2)(3)

1. Name and Address of Reporting Person* August Capital Management V, L.L.C. (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 (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* August Capital V Special Opportunities, L.P. (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 (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* August Capital Strategic Partners V, L.P. (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 (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* Hartenbaum Howard (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 (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* Hornik David (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 (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* JOHNSTON JOHN R (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 (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* MARQUARDT DAVID F (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 (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* RAPPAPORT ANDREW (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 (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)

Explanation of Responses:

1. The Series E Convertible Preferred Stock automatically converted into Common Stock on a seven-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

2. The shares of Series E Preferred Stock are held of record by August Capital V Special Opportunities, L.P. ("August V Special Opportunities"), as nominee for August Capital V Special Opportunities, August Capital Strategic Partners V, L.P. ("August Strategic V") and related individuals. August Capital Management V, L.L.C. ("ACM V"), the general partner of each of August V Special Opportunities and August Strategic V, may be deemed to have sole voting and investment power over the reported shares of the Issuer's common stock.

3. Howard Hartenbaum, David M. Hornik, John R. Johnston, David F. Marquardt, Vivek Mehra and Andrew S. Rappaport, as members of ACM V, share voting and investment power over the reported shares of the Issuer's common stock. August V Special Opportunities, August Strategic V, ACM V and each of its members disclaim beneficial ownership of these shares of the Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that August V Special Opportunities, August Strategic V, ACM V or any of its members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

	/s/ Jeffrey Bloom, by power of attorney for August Capital Management V, L.L.C.	11/05/2013
	/s/ Jeffrey Bloom, by power of attorney for August Capital Management V, L.L.C., the General Partner of August Capital V Special Opportunities, L.P.	11/05/2013
	/s/ Jeffrey Bloom, by power of attorney for Howard Hartenbaum	11/05/2013
	/s/ Jeffrey Bloom, by power of attorney for David M. Hornik	11/05/2013
	/s/ Jeffrey Bloom, by power of attorney for John R. Johnston	11/05/2013
	/s/ Jeffrey Bloom, by power of attorney for David F. Marquardt	11/05/2013
	/s/ Jeffrey Bloom, by power of attorney for Andrew S. Rappaport	11/05/2013
	** 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).
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