SC 13G 1 nyc841660.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) Redback Networks Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 757209101 (CUSIP Number) December 23, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) (Rule 13d-2(b)) [ ] Rule 13d-1(d) 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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 7 CUSIP NO. 757209101 13G 1 NAME OF REPORTING PERSON Aspen Advisors LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 13-41187151313 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [x] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 22,000,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 22,000,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,000,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.0% 12 TYPE OF REPORTING PERSON OO --------- ------------------- Page 2 of 7 CUSIP NO. 757209101 13G 1 NAME OF REPORTING PERSON Nikos Hecht I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [x] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 22,000,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 22,000,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,000,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.0% 12 TYPE OF REPORTING PERSON IN --------- ------------------- Page 3 of 7 ITEM 1(A). NAME OF ISSUER. Redback Networks Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 300 Holger Way, San Jose, CA 95134 ITEM 2(A). NAME OF PERSON FILING. 1. Aspen Advisors LLC, investment adviser to Aspen Partners & others, including three managed accounts holding securities of the issuer (the "Adviser") 2. Nikos Hecht, Managing Member of the Adviser ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. c/o Aspen Advisors LLC 152 W. 57th Street, 46th Floor, New York, NY 10019 ITEM 2(C). CITIZENSHIP. The Adviser: Delaware Nikos Hecht: U.S. citizen ITEM 2(D). TITLE OF CLASS OF SECURITIES. Common Stock ITEM 2(E). CUSIP NUMBER. 757209101 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act. Page 4 of 7 (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. ITEM 4. OWNERSHIP. Aspen Partners, a series of Aspen Capital Partners, LP, and three managed accounts for which the Adviser acts as investment adviser directly own in the aggregate 22,000,000 shares of the common stock of the Issuer (the "Common Stock"). The Adviser and Nikos Hecht are each deemed to beneficially own 22,000,000 shares of the Common Stock. There are 183,009,000 shares of the Issuer's Common Stock outstanding. Thus, the Adviser and Nikos Hecht are each deemed to own a 12.02% interest in the Common Stock. The Adviser and Nikos Hecht each share the power to vote and the power to dispose of 22,000,000 shares of the Common Stock directly held by Aspen Partners and the three managed accounts for which the Adviser acts as investment adviser. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. Page 5 of 7 ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. The Adviser manages investments for several institutional investors and private investment funds, none of whom beneficially owns more than 5% of the Common Stock, except Aspen Partners, a series of Aspen Capital Partners, LP. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 6 of 7 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. Date: December 24, 2003 ASPEN ADVISORS LLC By: /s/ Nikos Hecht Nikos Hecht Managing Member NIKOS HECHT By: /s/ Nikos Hecht Nikos Hecht Page 7 of 7