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*
MOBIUS TECHNOLOGY VENTURES VI LP

(Last) (First) (Middle)
100 SUPERIOR PLAZA WAY
SUITE 200

(Street)
SUPERIOR CO 80027

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TERABEAM, INC. [ TRBM ]
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)
11/13/2006
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, par value $0.01 per share 11/13/2006 S 13,500 D $2.8036 2,604,480(1) I(2)(3)(4)(5) See footnotes.(2)(3)(4)(5)
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*
MOBIUS TECHNOLOGY VENTURES VI LP

(Last) (First) (Middle)
100 SUPERIOR PLAZA WAY
SUITE 200

(Street)
SUPERIOR CO 80027

(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*
MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L P

(Last) (First) (Middle)
100 SUPERIOR PLAZA WAY
SUITE 200

(Street)
SUPERIOR CO 80027

(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*
MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L P

(Last) (First) (Middle)
100 SUPERIOR PLAZA WAY
SUITE 200

(Street)
SUPERIOR CO 80027

(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*
SOFTBANK U S VENTURES VI L P

(Last) (First) (Middle)
100 SUPERIOR PLAZA WAY`
SUITE 200

(Street)
SUPERIOR CO 80027

(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*
MOBIUS VI LLC

(Last) (First) (Middle)
100 SUPERIOR PLAZA WAY
SUITE 200

(Street)
SUPERIOR CO 80027

(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*
SOFTBANK TECHNOLOGY VENTURES V LP

(Last) (First) (Middle)
100 SUPERIOR PLAZA WAY
SUITE 200

(Street)
SUPERIOR CO 80027

(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*
SOFTBANK TECHNOLOGY VENTURES ADVISORS FUND V LP

(Last) (First) (Middle)
100 SUPERIOR PLAZA WAY
SUITE 20

(Street)
SUPERIOR CO 80027

(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*
SOFTBANK Technology Entrepreneurs Fund V, L.P.

(Last) (First) (Middle)
100 SUPERIOR PLAZA WAY
SUITE 200

(Street)
SUPERIOR CO 80027

(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*
SBTV V LLC

(Last) (First) (Middle)
100 SUPERIOR PLAZA WAY
SUITE 200

(Street)
SUPERIOR CO 80027

(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 person is a member of a Section 13(d) group that owns more than 10% of the issuer?s outstanding common stock.
2. These shares are owned directly by the following entities: (i) 548,694 shares held by Mobius Technology Ventures VI, L.P. ("MTV"); (ii) 21,440 shares held by Mobius Technology Ventures Advisors Fund VI, L.P. ("MTAF"); (iii) 22,374 shares held by Mobius Technology Ventures Side Fund VI, L.P. ("MTSF"); (iv) 588,310 shares held by SOFTBANK US Ventures VI, L.P. ("SUSV"); (v) 1,361,858 shares held by SOFTBANK Technology Ventures V, L.P. ("STV"); (vi) 37,281 shares held by SOFTBANK Technology Advisors Fund V, L.P. ("STAF"), and (vii) 24,523 shares held by SOFTBANK Technology Entrepreneurs Fund V, L.P. ("STEF").
3. Mobius VI LLC ("Mobius"), as general partner of MTV, MTAF, MTSF and SUSV (the "Mobius VI Funds"), has an indirect interest in 1,180,818 of these shares. Mobius disclaims beneficial ownership with respect to all shares held of record by the Mobius VI Funds and the SBTV V Funds (as defined below), except, or as applicable, to the extent of its pecuniary interest therein. SBTV V LLC ("SBTV V"), as general partner of STV, STAF and STEF (the "SBTV V Funds"), has an indirect interest in 1,423,662 of these shares. SBTV V disclaims beneficial ownership with respect to all shares held of record by the Mobius VI Funds, except, or as applicable, to the extent of its pecuniary interest therein.
4. Bradley A. Feld ("BAF"), D. Rex Golding ("DRG"), and Jo Ann Heidi Roizen ("JR") are managing members of (i) Mobius, the general partner of each of the Mobius VI Funds, and (ii) SBTV V, the general partner of each of the SBTV V Funds, BAF, DRG , and JR disclaim beneficial ownership with respect to all of the 2,604,480 shares held of record by the Mobius VI Funds and the SBTV V Funds except, or as applicable to the extent of their pecuniary interests in the Mobius VI Funds and the SBTV V Funds.
5. Greg P. Galanos ("GPG") is a managing member of Mobius, the general partner of each of the Mobius VI Funds. GPG disclaims beneficial ownership with respect to all of the 1,180,818 shares held of record by the Mobius VI Funds except, or as applicable, to the extent of his pecuniary interests in the Mobius VI Funds. GPG disclaims all beneficial ownership and pecuniary interest with respect to the 1,423,662 shares held of record by the SBTV V Funds.
Remarks:
/s/ Jason Mendelson as Attorney-in-Fact 11/15/2006
** 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.
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