SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

FOUNDATION CAPITAL MANAGEMENT CO IV LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SILVER SPRING NETWORKS INC [ SSNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/18/2013		C		3,925,191	A	⁽¹⁾	3,925,191	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		C		3,942,880	A	⁽¹⁾	7,868,071	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		C		1,744,438	A	⁽¹⁾	9,612,509	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		C		367,507	A	⁽²⁾	9,980,016	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		C		72,344	A	⁽³⁾	10,052,360	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		A		694,503⁽⁶⁾	A	$17	10,746,863	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Common Stock	03/18/2013		C		30,998	A	⁽¹⁾	30,998	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		31,137	A	⁽¹⁾	62,135	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		13,776	A	⁽¹⁾	75,911	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		2,901	A	⁽²⁾	78,812	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		570	A	⁽³⁾	79,382	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		A		5,484⁽⁶⁾	A	$17	84,866	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		33,312	A	⁽¹⁾	33,312	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		33,462	A	⁽¹⁾	66,774	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		14,804	A	⁽¹⁾	81,578	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		3,118	A	⁽²⁾	84,696	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		614	A	⁽³⁾	85,310	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		A		5,894⁽⁶⁾	A	$17	91,204	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Common Stock	03/18/2013		C		1,108,205	A	⁽²⁾	1,108,205	I	By: Foundation Capital VI, L.P.⁽⁵⁾
Common Stock	03/18/2013		C		218,152	A	⁽³⁾	1,326,357	I	By: Foundation Capital VI, L.P.⁽⁵⁾
Common Stock	03/18/2013		C		12,383	A	⁽²⁾	12,383	I	By: Foundation Capital VI Principals Fund, LLC⁽⁵⁾
Common Stock	03/18/2013		C		2,435	A	⁽³⁾	14,818	I	By: Foundation Capital VI Principals Fund, LLC⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			3,925,191	⁽¹⁾	⁽¹⁾	Common Stock	3,925,191	$0	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			30,998	⁽¹⁾	⁽¹⁾	Common Stock	30,998	$0	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			33,312	⁽¹⁾	⁽¹⁾	Common Stock	33,312	$0	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			3,942,880	⁽¹⁾	⁽¹⁾	Common Stock	3,942,880	$0	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			31,137	⁽¹⁾	⁽¹⁾	Common Stock	31,137	$0	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			33,462	⁽¹⁾	⁽¹⁾	Common Stock	33,462	$0	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			1,744,438	⁽¹⁾	⁽¹⁾	Common Stock	1,744,438	$0	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			13,776	⁽¹⁾	⁽¹⁾	Common Stock	13,776	$0	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/18/2013		C			14,804	⁽¹⁾	⁽¹⁾	Common Stock	14,804	$0	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	03/18/2013		C			160,496	⁽²⁾	⁽²⁾	Common Stock	367,507	$0	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	03/18/2013		C			1,267	⁽²⁾	⁽²⁾	Common Stock	2,901	$0	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	03/18/2013		C			1,362	⁽²⁾	⁽²⁾	Common Stock	3,118	$0	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	03/18/2013		C			483,970	⁽²⁾	⁽²⁾	Common Stock	1,108,205	$0	0	I	By: Foundation Capital VI, L.P.⁽⁵⁾
Series D Convertible Preferred Stock	⁽²⁾	03/18/2013		C			5,408	⁽²⁾	⁽²⁾	Common Stock	12,383	$0	0	I	By: Foundation Capital VI Principals Fund, LLC⁽⁵⁾
Series E Convertible Preferred Stock	⁽³⁾	03/18/2013		C			24,597	⁽³⁾	⁽³⁾	Common Stock	72,344	$0	0	I	By: Foundation Capital IV, L.P.⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	03/18/2013		C			194	⁽³⁾	⁽³⁾	Common Stock	570	$0	0	I	By: FC IV Active Advisors Fund, LLC⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	03/18/2013		C			209	⁽³⁾	⁽³⁾	Common Stock	614	$0	0	I	By: Foundation Capital IV Principals Fund, LLC⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	03/18/2013		C			74,172	⁽³⁾	⁽³⁾	Common Stock	218,152	$0	0	I	By: Foundation Capital VI, L.P.⁽⁵⁾
Series E Convertible Preferred Stock	⁽³⁾	03/18/2013		C			828	⁽³⁾	⁽³⁾	Common Stock	2,435	$0	0	I	By: Foundation Capital VI Principals Fund, LLC⁽⁵⁾

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL MANAGEMENT CO IV LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL IV LP

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

1. Name and Address of Reporting Person^*

FC IV ACTIVE ADVISORS FUND LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

1. Name and Address of Reporting Person^*

Foundation Capital IV Principals Fund, LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

1. Name and Address of Reporting Person^*

Foundation Capital Management Co. VI, LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL VI LP

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

1. Name and Address of Reporting Person^*

Foundation Capital VI Principals Fund, LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock was convertible at any time into shares of the Issuer's Common Stock at the holder's election and did not have an expiration date. In connection with the closing of the Issuer's initial public offering, each share automatically converted into one share of Common Stock.

2. Each share of Series D Convertible Preferred Stock was convertible at any time into shares of the Issuer's Common Stock at the holder's election and did not have an expiration date. In connection with the closing of the Issuer's initial public offering, each share automatically converted into 2.2898 shares of Common Stock (determined by dividing $38.9270 by the $17.00 price per share of Common Stock offered to the public in the Issuer's initial public offering). No fractional shares were issued upon the conversion of any Series D Shares.

3. Each share of Series E Convertible Preferred Stock was convertible at any time into shares of the Issuer's Common Stock at the holder's election and did not have an expiration date. In connection with the closing of the Issuer's initial public offering, each share automatically converted into 2.9412 shares of Common Stock (determined by dividing $50.0000 by the $17.00 price per share of Common Stock offered to the public in the Issuer's initial public offering). No fractional shares were issued upon the conversion of any Series E Shares.

4. Foundation Capital Management Co. IV, LLC is the general partner of Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. William B. Elmore, Kathryn C. Gould, Paul R. Holland, Paul G. Koontz, Michael N. Schuh and Warren M. Weiss are managing members of Foundation Capital Management Co. IV, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. IV, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein.

5. Foundation Capital Management Co. VI, LLC is the general partner of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B. Elmore, Paul R. Holland, Paul G. Koontz, Charles P. Moldow, Richard A. Redelfs, Michael N. Schuh, Ashmeet S. Sidana, Steven P. Vassallo and Warren M. Weiss are the managing members of Foundation Capital Management Co. VI, LLC and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein.

6. These shares of Common Stock were purchased in a private placement that occurred concurrently with the closing of the Issuer's initial public offering pursuant to a Common Stock Purchase Agreement dated as of September 19, 2012 whereby Foundation Capital IV, L.P. agreed to purchase $11,806,560, FC IV Active Advisors Fund, LLC agreed to purchase $93,240, and Foundation Capital IV Principals Fund, LLC agreed to purchase $100,200 of shares of Common Stock at a purchase price of $17.00 per share, the price per share of Common Stock offered to the public in the Issuer's initial public offering.

	/s/ Gail M. Haney as Attorney-in-Fact	03/18/2013
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.