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*
VECTOR CAPITAL, L.L.C.

(Last) (First) (Middle)
C/O VECTOR CAPITAL MANAGEMENT, L.P.
ONE MARKET ST, STEUART TOWER, 23RD FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cambium Networks Corp [ CMBM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2019
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
Ordinary Shares 06/28/2019 A(1) 17,627,575 A (1) 17,704,754 I(1)(4) See footnotes(1)(4)
Ordinary Shares 06/28/2019 P 1,482,000 A $12 1,482,000 I(2)(4) See footnotes(2)(4)
Ordinary Shares 06/28/2019 P 18,000 A $12 18,000 I(3)(4) See footnotes(3)(4)
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*
VECTOR CAPITAL, L.L.C.

(Last) (First) (Middle)
C/O VECTOR CAPITAL MANAGEMENT, L.P.
ONE MARKET ST, STEUART TOWER, 23RD FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vector Cambium Holdings (Cayman), L.P.

(Last) (First) (Middle)
C/O VECTOR CAPITAL MANAGEMENT, L.P.
ONE MARKET ST, STEUART TOWER, 23RD FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VECTOR CAPITAL PARTNERS IV, L.P.

(Last) (First) (Middle)
C/O VECTOR CAPITAL MANAGEMENT, L.P.
ONE MARKET ST, STEUART TOWER, 23RD FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vector Capital, Ltd.

(Last) (First) (Middle)
C/O VECTOR CAPITAL MANAGEMENT, L.P.
ONE MARKET ST, STEUART TOWER, 23RD FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VECTOR CAPITAL PARTNERS III, L.P.

(Last) (First) (Middle)
C/O VECTOR CAPITAL MANAGEMENT, L.P.
ONE MARKET ST, STEUART TOWER, 23RD FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VECTOR ENTREPRENEUR FUND III L P

(Last) (First) (Middle)
C/O VECTOR CAPITAL MANAGEMENT, L.P.
ONE MARKET ST, STEUART TOWER, 23RD FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vector Capital IV, L.P.

(Last) (First) (Middle)
C/O VECTOR CAPITAL MANAGEMENT, L.P.
ONE MARKET ST, STEUART TOWER, 23RD FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
Explanation of Responses:
1. In connection with the issuer's Recapitalization (as described in the issuer's prospectus dated June 25, 2019) and upon consummation of the issuer's initial public offering, Vector Cambium Holdings (Cayman), L.P. ("VCH") received these Ordinary Shares representing the amount of unreturned capital and accumulated yield payable to holders of Class A Units of VCH, plus the residual share of the issuer's value attributable to VCH's ownership after such return, based on the initial public offering price of $12.
2. These shares are directly owned by Vector Capital IV, L.P. ("VC IV").
3. These shares are directly owned by Vector Entrepreneur Fund III, LP ("VEF III").
4. Vector Capital Partners IV, L.P. ("VCP IV") is the general partner of VCH and VC IV. Vector Capital Partners III, L.P. ("VCP III") is the general partner of VEF III. Vector Capital, Ltd. and Vector Capital, L.L.C. are the general partners of each of VCP IV and VCP III. The board of directors of Vector Capital, Ltd. has the exclusive power and authority to vote, or to direct to vote, and to dispose, or to direct the disposition of, the shares held by each of VCH, VC IV and VEF III and therefore holds indirect voting and dispositive power over the shares held by each of VCH, VC IV and VEF III and may be deemed to be the beneficial owner of such shares.
Remarks:
Each of Alexander R. Slusky, the Chief Investment Officer of Vector Capital Management, L.P., and Robert Amen, a Managing Director of Vector Capital Management, L.P., serves on the Issuer's board of directors ("Board") as a representative of Vector Capital. By virtue of their representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors of the Issuer by deputization.
/s/ Vector Cambium Holdings (Cayman), by Vector Capital Partners IV, L.P., by Vector Capital, Ltd., by David Baylor, Director 06/28/2019
/s/ Vector Capital IV, L.P., by Vector Capital Partners IV, L.P., by Vector Capital, Ltd., by David Baylor, Director 06/28/2019
/s/ Vector Entrepreneur Fund III, LP, by Vector Capital Partners III, L.P., by Vector Capital, Ltd., by David Baylor, Director 06/28/2019
/s/ Vector Capital Partners IV, L.P., by Vector Capital, Ltd., by David Baylor, Director 06/28/2019
/s/ Vector Capital Partners III, L.P., by Vector Capital, Ltd., by David Baylor, Director 06/28/2019
/s/ Vector Capital, Ltd., by David Baylor, Director 06/28/2019
/s/ Vector Capital, L.L.C., by David Baylor, Chief Operating Officer 06/28/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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