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* ANVC Holding Corp. (Last) (First) (Middle) C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 590 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/04/2013	3. Issuer Name and Ticker or Trading Symbol ANAREN INC [ ANEN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	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)
Common Shares, par value $0.01 per share	0	I	See Footnotes(1)(2)(3)(4)

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

1. Name and Address of Reporting Person* ANVC Holding Corp. (Last) (First) (Middle) C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 590 MADISON AVENUE (Street) NEW YORK NY 10022 (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* ANVC Holdings LLC (Last) (First) (Middle) C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 590 MADISON AVENUE (Street) NEW YORK NY 10022 (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* Veritas Capital Fund IV, L.P. (Last) (First) (Middle) C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 590 MADISON AVENUE (Street) NEW YORK NY 10022 (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* Veritas Capital Partners IV, L.L.C. (Last) (First) (Middle) C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 590 MADISON AVENUE (Street) NEW YORK NY 10022 (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* Musallam Ramzi M (Last) (First) (Middle) C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 590 MADISON AVENUE (Street) NEW YORK NY 10022 (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* EVANS HUGH D (Last) (First) (Middle) C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 590 MADISON AVENUE (Street) NEW YORK NY 10022 (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* POLK BENJAMIN (Last) (First) (Middle) C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 590 MADISON AVENUE (Street) NEW YORK NY 10022 (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 Reporting Persons are filing this Form 3 solely due to the entry into a voting agreement (the "Voting Agreement") by and among ANVC Holding Corp., a Delaware corporation ("Parent"), and certain shareholders (the "Shareholders") of Anaren, Inc. (the "Issuer"). The Reporting Persons also filed a Schedule 13D on November 14, 2013. The Voting Agreement was entered into in connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 4, 2013, by and among Parent, ANVC Merger Corp., a New York corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Issuer.

2. (FN 1 con't) As a result of certain provisions contained in the Voting Agreement, the Reporting Persons may be deemed to have beneficial ownership of the shares of the Issuer's common stock (the "Shares") covered by the Voting Agreement (an aggregate of 1,694,584 Shares, which represents approximately 12.7% of the Issuer's total outstanding Shares based on 13,333,822 Shares reported outstanding as of November 1, 2013 (as represented in the Merger Agreement)) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each Reporting Person expressly disclaims any beneficial ownership for purposes of the Schedule 13D referenced above and below. Each Reporting Person also expressly disclaims any beneficial ownership of the securities reported herein, and none of the Reporting Persons has any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Shares subject to the Voting Agreement.

3. (FN 2 con't) The Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that any Reporting Person is the beneficial owner of any securities reported in this Form 3.

4. For additional information regarding the Voting Agreement and the Merger Agreement, see Schedule 13D filed by Parent, ANVC Holdings LLC ("Parent Holdco"), The Veritas Capital Fund IV, L.P. ("Veritas Capital"), Veritas Capital Partners IV, L.L.C. ("Veritas Partners"), Ramzi M. Musallam, Hugh D. Evans and Benjamin M. Polk with the Securities and Exchange Commission on November 14, 2013. Parent is the sole shareholder of Merger Sub. Parent Holdco is the sole stockholder of Parent. Veritas Capital is the sole member of Parent Holdco. Veritas Partners is the general partner of Veritas Capital. Ramzi M. Musallam, Hugh D. Evans and Benjamin M. Polk are the Managing Members of Veritas Partners.

Remarks:

	/s/ Hugh D. Evans, Vice President of ANVC Holding Corp.	11/14/2013
	/s/ Hugh D. Evans, Authorized Signatory for The Veritas Capital Fund IV, L.P., acting as the Majority of Members of ANVC Holdings LLC	11/14/2013
	/s/ Hugh D. Evans, Managing Member of Veritas Capital Partners IV L.L.C., General Partner of The Veritas Capital Fund IV, L.P.	11/14/2013
	/s/ Hugh D. Evans, Managing Partner of Veritas Capital Partners IV, L.L.C.	11/14/2013
	/s/ Ramzi M. Musallam	11/14/2013
	/s/ Hugh D. Evans	11/14/2013
	/s/ Benjamin M. Polk	11/14/2013
	** Signature of Reporting Person	Date
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