SC 13D/A 1 procera113da.htm procera113da.htm

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, Par Value $0.001 Per Share
(Title of Class of Securities)

74269U 10 4
(CUSIP Number)

Barry L. Fischer
Thompson Coburn Fagel Haber
55 East Monroe Street
Suite 3700
Chicago, IL 60603
 (312) 346-7500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 21, 2010
(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 Rule 13d-1(e), (f) or (g), check the following boxo.

Note:  Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are being 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.  590418109
1
NAMES OF REPORTING PERSON
 
 
Individual Retirement Accounts for the benefit of Ronald L. Chez and Ronald L. Chez Individually
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a) o
(b) o
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS (See Instructions)
PF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
     
   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
  
NUMBER OF
SHARES
7
SOLE VOTING POWER
 578,420
 
BENEFICIALLY
OWNED BY
EACH
8
SHARED VOTING POWER
0
  REPORTING
PERSON
WITH
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
 578,420
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,420
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
  o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%(1)
 
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
________________________________
 
(1)           Based upon 13,996,222 shares of the Issuer’s common stock issued and outstanding as of June 14, 2011, as reported on the Issuer’s Prospectus Supplement Dated May 27, 2011.

 
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         Pursuant to Rule 13d-2 of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned Ronald L. Chez (the "Reporting Person") hereby amends his statement on Schedule 13D dated August 12, 2010. This Statement constitutes Amendment No. 1 to the Schedule 13D.  Unless otherwise indicated herein, there are no material changes to the information set forth in the Schedule 13D.

Item 5.  Interest in Securities of the Issuer is hereby amended and restated in its entirety as follows:


   (a)               This statement relates to 578,420 shares of Common Stock owned by the Reporting Person. Based on the Company’s Prospectus Supplement Dated May 27, 2011, 13,996,222 shares of Common Stock were outstanding as of June 14, 2011.  Therefore, the 578,420 shares of Common Stock reported on this Schedule 13D represent approximately 4.1% of the Company’s outstanding shares.

(b)              The Reporting Person has the sole power (and no shared power) to vote, dispose of or direct the disposition of the Common Stock.

(c)              During the past 60 days, the Reporting Person effected the following sales in the Company’s securities, each through open market transactions, on the dates, in the amounts, and at the prices shown below:

Date
Number of Shares
Price per share
5/23/2011
     416
$11.43
5/24/2011
  1,680
$11.33
5/25/2011
  3,400
$11.46
5/26/2011
  9,000
$11.65
5/27/2011
  5,000
$11.97
7/21/2011
65,000
$12.27
 
(d)    Not applicable.
 
(e)    The Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock on July 21, 2011.

 
 
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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.

Dated as of July 25, 2011




 /s /  
Barry L. Fischer                                            
Barry L. Fischer, attorney-in-fact for
Ronald L. Chez
 


 
 
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