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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SILVER SPRING NETWORKS INC [ SSNI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/21/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 04/21/2016 | J(1) | 219,926 | D | $0.00 | 10,307,012 | I | By Foundation Capital IV, L.P.(2) | ||
Common Stock | 04/21/2016 | J(3) | 663,178 | D | $0.00 | 0 | I | By Foundation Capital VI, L.P.(4) | ||
Common Stock | 04/21/2016 | J(5) | 170,768 | A | $0.00 | 170,768 | I | By Foundation Capital Management Co. VI, L.L.C.(4) | ||
Common Stock | 04/21/2016 | J(6) | 170,768 | D | $0.00 | 0 | I | By Foundation Capital Management Co. VI, L.L.C.(4) | ||
Common Stock | 04/21/2016 | J(7) | 14,818 | D | $0.00 | 0 | I | By: Foundation Capital VI Principals Fund, LLC(4) | ||
Common Stock | 04/21/2016 | J(6) | 231 | A | $0.00 | 686 | I | By Foundation Capital, LLC(8) | ||
Common Stock | 04/21/2016 | J(7) | 4,030 | A | $0.00 | 6,077 | I | By Koontz Revocable Trust U/A/D 6/29/1998(9) | ||
Common Stock | 04/21/2016 | J(7) | 14,843 | A | $0.00 | 22,595 | I | By Holland/Yates Family Trust dtd 7/23/1999(10) | ||
Common Stock | 04/21/2016 | J(6)(7) | 2,406 | A | $0.00 | 3,700 | I | By The Holland Children?s Trust(11) | ||
Common Stock | 04/21/2016 | J(6)(7) | 7,433 | A | $0.00 | 10,984 | I | By Michael N. & Mary G. Schuh 1990 Family Trust(12) | ||
Common Stock | 04/21/2016 | J(6) | 15,413 | A | $0.00 | 23,745 | I | By Vassallo Family Revocable Trust dated 7/15/02(13) | ||
Common Stock | 04/21/2016 | J(6)(7) | 18,251 | A | $0.00 | 26,277 | I | By Moldow Family Trust dated 11/11/2003(14) | ||
Common Stock | 04/21/2016 | J(6) | 2,285 | A | $0.00 | 3,305 | I | By The Moldow 2008 Children?s Trust(15) | ||
Common Stock | 04/21/2016 | J(6) | 15,958 | A | $0.00 | 24,468 | I | By William B Elmore Revocable Trust(16) | ||
Common Stock | 04/21/2016 | J(7) | 4,422 | A | $0.00 | 4,422 | I | By Elmore Family Investments B, LP(17) | ||
Common Stock | 84,866 | I | By: FC IV Active Advisors Fund, LLC(2) | |||||||
Common Stock | 91,204 | I | By: Foundation Capital IV Principals Fund, LLC(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital IV, L.P. effected following the close of the trading market on April 21, 2016 without consideration to its limited partners. |
2. Foundation Capital Management Co. IV, LLC is the general partner of Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland and Warren M. Weiss are managing members of Foundation Capital Management Co. IV, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. Warren M. Weiss is a director of the Issuer and, accordingly, files separate Section 16 reports. Each of the managing members of Foundation Capital Management Co. IV, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. |
3. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. effected following the close of the trading market on April 21, 2016 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C. |
4. Foundation Capital Management Co. VI, LLC is the general partner of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve Vassallo are the managing members of Foundation Capital Management Co. VI, LLC and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Warren M. Weiss is a director of the Issuer and, accordingly, files separate Section 16 reports. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. |
5. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. described in footnote 3 above. |
6. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, LLC effected following the close of the trading market on April 21, 2016 without consideration to its members. |
7. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI Principals Fund, LLC effected following the close of the trading market on April 21, 2016 without consideration to its members. |
8. Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve Vassallo are managers of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. IV, LLC and Foundation Capital Management Co. VI, LLC. As such, each of the managers may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC, Foundation Capital IV Principals Fund, LLC, Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managers disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. |
9. The shares are held by the Koontz Revocable Trust U/A/D 6/29/1998 (the "Koontz Trust"). Paul G. Koontz is a trustee of the Koontz Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Koontz Trust except to the extent of his proportionate pecuniary interest therein. |
10. The shares are held by the Holland/Yates Family Trust dtd 7/23/1999 (the "Holland Family Trust"). Paul R. Holland is a trustee of the Holland Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Family Trust except to the extent of his proportionate pecuniary interest therein. |
11. The shares are held by The Holland Children's Trust (the "Holland Children's Trust"). Paul R. Holland is a trustee of the Holland Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Children's Trust except to the extent of his proportionate pecuniary interest therein. |
12. The shares are held by the Michael N. & Mary G. Schuh 1990 Family Trust (the "Schuh Trust"). Michael N. Schuh is a trustee of the Schuh Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Schuh Trust except to the extent of his proportionate pecuniary interest therein. |
13. The shares are held by the Vassallo Family Revocable Trust dated 7/15/02 (the "Vassallo Trust"). Steve Vassallo is a trustee of the Vassallo Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Vassallo Trust except to the extent of his proportionate pecuniary interest therein. |
14. The shares are held by the Moldow Family Trust dated 11/11/2003 (the "Moldow Family Trust"). Charles Moldow is a trustee of the Moldow Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Family Trust except to the extent of his proportionate pecuniary interest therein. |
15. The shares are held by The Moldow 2008 Children's Trust (the "Moldow Children's Trust"). Charles Moldow is a trustee of the Moldow Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Children's Trust except to the extent of his proportionate pecuniary interest therein. |
16. The shares are held by the William B. Elmore Revocable Trust (the "Elmore Trust"). William B. Elmore is a trustee of the Elmore Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Trust except to the extent of his proportionate pecuniary interest therein. |
17. The shares are held by Elmore Family Investments B, LP (the "Elmore Partnership"). William B. Elmore is a general partner of the Elmore Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Partnership except to the extent of his proportionate pecuniary interest therein. |
Remarks: |
/s/ David Singer as Attorney-in-Fact for William B. Elmore | 04/22/2016 | |
/s/ David Singer as Attorney-in-Fact for Michael Schuh | 04/22/2016 | |
/s/ David Singer as Attorney-in-Fact for Paul Holland | 04/22/2016 | |
/s/ David Singer as Attorney-in-Fact for Paul Koontz | 04/22/2016 | |
/s/ David Singer as Attorney-in-Fact for Charles Moldow | 04/22/2016 | |
/s/ David Singer as Attorney-in-Fact for Steve Vassallo | 04/22/2016 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |