0001398344-14-006197.txt : 20141205 0001398344-14-006197.hdr.sgml : 20141205 20141205101537 ACCESSION NUMBER: 0001398344-14-006197 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141205 DATE AS OF CHANGE: 20141205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROCERA NETWORKS, INC. CENTRAL INDEX KEY: 0001165231 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 330974674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78820 FILM NUMBER: 141268062 BUSINESS ADDRESS: STREET 1: 47448 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 510-230-2777 MAIL ADDRESS: STREET 1: 47448 FREMONT BLVD CITY: FREMONT STATE: CA ZIP: 94538 FORMER COMPANY: FORMER CONFORMED NAME: PROCERA NETWORKS INC DATE OF NAME CHANGE: 20031121 FORMER COMPANY: FORMER CONFORMED NAME: ZOWCOM INC DATE OF NAME CHANGE: 20020115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Castle Union LLC CENTRAL INDEX KEY: 0001593953 IRS NUMBER: 455167656 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 676 N MICHIGAN AVE STREET 2: SUITE 3605 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3127657033 MAIL ADDRESS: STREET 1: 676 N MICHIGAN AVE STREET 2: SUITE 3605 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D/A 1 fp0012401_sc13da.htm fp0012401_sc13da.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Procera Networks, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
74269U203
(CUSIP Number)
 
Toan Tran
Stephen White
Castle Union LLC
676 N Michigan Ave, Suite 3605
Chicago, IL 60611
(312) 765-7032
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 3, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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. 74269U203
  
13D
    

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Castle Union Partners, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    [   ]
(b)    [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (see instructions)
 
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
00,000
8.
SHARED VOTING POWER
 
134,664
9.
SOLE DISPOSITIVE POWER
 
00,000
10.
SHARED DISPOSITIVE POWER
 
134,664
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
134,664
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    [   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.7%
14.
TYPE OF REPORTING PERSON (see instructions)
 
PN
 
 
 
 
 
CUSIP No. 74269U203
  
13D
    

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Castle Union Partners II, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    [   ]
(b)    [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (see instructions)
 
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
00,000
8.
SHARED VOTING POWER
 
1,226,071
9.
SOLE DISPOSITIVE POWER
 
00,000
10.
SHARED DISPOSITIVE POWER
 
1,226,071
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,226,071
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    [   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
14.
TYPE OF REPORTING PERSON (see instructions)
 
PN
 
 
 
 
 
CUSIP No. 74269U203
  
13D
    

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Castle Union LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    [   ]
(b)    [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (see instructions)
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
00,000
8.
SHARED VOTING POWER
 
1,360,735
9.
SOLE DISPOSITIVE POWER
 
00,000
10.
SHARED DISPOSITIVE POWER
 
1,360,735
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,360,735
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    [   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14.
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
 
 
 
 
CUSIP No. 74269U203
  
13D
    

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Toan Tran
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    [   ]
(b)    [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (see instructions)
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
00,000
8.
SHARED VOTING POWER
 
1,360,735
9.
SOLE DISPOSITIVE POWER
 
00,000
10.
SHARED DISPOSITIVE POWER
 
1,360,735
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,360,735
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    [   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14.
TYPE OF REPORTING PERSON (see instructions)
 
IN
 
 
 
 
 
CUSIP No. 74269U203
  
13D
    

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stephen White
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    [   ]
(b)    [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (see instructions)
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
00,000
8.
SHARED VOTING POWER
 
1,360,735
9.
SOLE DISPOSITIVE POWER
 
00,000
10.
SHARED DISPOSITIVE POWER
 
1,360,735
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,360,735
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    [   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14.
TYPE OF REPORTING PERSON (see instructions)
 
IN
 
 
 
 
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). The Amendment No. 1 amends the Schedule 13D as specifically set forth. Except as otherwise provided therein, each Item of the Schedule 13D remains unchanged.
 
Item 3.  Source or Amount of Funds or Other Consideration.
 
Item 3 is hereby amended as follows:
 
The aggregate purchase price of the 1,046,152 Shares owned by CUP and CUP II is approximately $9,263,230.09.
 
Item 5.  Interest in Securities of the Issuer.
 
Item 5 is hereby amended as follows:
 
 
(a)
The aggregate percentage of Shares reported owned by each person named herein is based upon 20,739,206 shares of Common Stock outstanding as of November 6, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014.
 
As of the close of business on December 3, 2014, CUP beneficially owns 134,664 Shares, constituting approximately 0.7% of the Shares outstanding. As of the close of business on December 3, 2014, CUP II beneficially owns 1,226,071 Shares, constituting approximately 5.9% of the Shares outstanding. Because of their relationships with CUP and CUP II, as discussed in further detail in Item 2, each of CU and Messrs. Tran and White may be deemed to beneficially own the Shares beneficially owned by CUP and CUP II.
 
 
(b)
Schedule A annexed hereto lists all transactions in the Shares during the past sixty days and not otherwise disclosed in previous filings by the Reporting Persons. All of such transactions were effected in the open market, except as otherwise noted.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 is hereby amended and restated in its entirety as follows:
 
On December 3, 2014, CUP, CUP II, CU, and Messrs. Tran and White entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.  Material to Be Filed as Exhibits.
 
99.2     Joint Filing Agreement by and among Castle Union Partners, L.P., Castle Union Partners II, L.P., Castle Union LLC, Toan Tran, and Stephen White, dated December 3. 2014.
 
 
 
 
 
CUSIP No. 74269U203
13D
  
 
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.
 
Castle Union Partners, L.P.
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
December 3, 2014
Date
 
Castle Union Partners II, L.P.
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
December 3, 2014
Date
 
Castle Union LLC
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
December 3, 2014
Date

Toan Tran
 
/s/ Toan Tran
Toan Tran
 
December 3, 2014
Date

Stephen White
 
/s/ Stephen White
Stephen White
 
December 3, 2014
Date

 
 
 
 
SCHEDULE A
Transactions in the Shares During the Past 60 Days

Transaction
Securities Purchased (Sold)
Price Per Share ($)
Date of Transaction
       
Castle Union Partners, L.P.
       
Purchase
225
6.80
11/4/2014
Purchase
3,873
6.65
11/19/2014
       
Castle Union Partners II, L.P.
       
Purchase
5,100
7.11
10/27/2014
Purchase
1,575
6.80
11/4/2014
Purchase
34,523
6.78
11/18/2014
Purchase
27,109
6.65
11/19/2014
Purchase
38,857
6.71
11/21/2014
Purchase
2,900
6.87
11/24/2014
Purchase
2,269
6.89
11/24/2014
Purchase
18,467
6.90
11/24/2014
Purchase
23,636
6.90
11/24/2014
Purchase
4,685
6.85
11/28/2014
Purchase
25,000
6.94
11/28/2014
Purchase
50,000
6.56
12/1/2014
Purchase
30,098
6.60
12/1/2014
Purchase
19,902
6.55
12/1/2014
Purchase
7,508
6.60
12/2/2014
Purchase
42,492
6.79
12/3/2014
EX-99.2 2 fp0012401_ex992.htm fp0012401_ex992.htm
 
Exhibit 99.2

JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.001, of Procera Networks, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated: December 3, 2014

Castle Union Partners, L.P.
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
December 3, 2014
Date
 
Castle Union Partners II, L.P.
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
December 3, 2014
Date
 
Castle Union LLC
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
December 3, 2014
Date

Toan Tran
 
/s/ Toan Tran
Toan Tran
 
December 3, 2014
Date

Stephen White
 
/s/ Stephen White
Stephen White
 
December 3, 2014
Date