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*
ValueAct SmallCap Management, L.P.

(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BigBand Networks, Inc. [ BBND ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2010
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 $.001 per share 06/10/2010 P 300 A $2.85 8,531,416 I See footnotes(1)(2)
Common Stock, par value $.001 per share 06/11/2010 P 3,196 A $2.85 8,534,612 I See footnotes(1)(2)
Common Stock, par value $.001 per share 06/14/2010 P 4,500 A $2.85 8,539,112 I See footnotes(1)(2)
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*
ValueAct SmallCap Management, L.P.

(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
ValueAct SmallCap Master Fund, L.P.

(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
VA SmallCap Partners, LLC

(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
ValueAct SmallCap Management, LLC

(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Lockwood David James

(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. The reported stock is owned directly by ValueAct SmallCap Master Fund, L.P. and may be deemed to be beneficially owned by (i) VA SmallCap Partners, LLC as the General Partner of ValueAct SmallCap Master Fund, L.P., (ii) ValueAct SmallCap Management, L.P. as the manager of ValueAct SmallCap Master Fund, L.P. and (iii) ValueAct SmallCap Management, LLC as the General Partner of ValueAct SmallCap Management, L.P. David Lockwood is the Managing Member of VA SmallCap Partners, LLC and ValueAct SmallCap Management, LLC. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein.
2. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks:
-The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. Joint Filer Information: Name: ValueAct SmallCap Master Fund, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: ValueAct SmallCap Management, L.P. Issuer and Ticker Symbol: BigBand Networks, Inc. (BBND) Date of Event Requiring Statement: 06/10/2010 Name: VA SmallCap Partners, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: ValueAct SmallCap Management, L.P. Issuer and Ticker Symbol: BigBand Networks, Inc. (BBND) Date of Event Requiring Statement: 06/10/2010 Name: ValueAct SmallCap Management, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: ValueAct SmallCap Management, L.P. Issuer and Ticker Symbol: BigBand Networks, Inc. (BBND) Date of Event Requiring Statement: 06/10/2010 Name: David Lockwood Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: ValueAct SmallCap Management, L.P. Issuer and Ticker Symbol: BigBand Networks, Inc. (BBND) Date of Event Requiring Statement: 06/10/2010
VALUEACT SMALLCAP MANAGEMENT, L.P., By: VALUEACT SMALLCAP MANAGEMENT, LLC, its General Partner, By: /s/ David Lockwood, Managing Member 06/14/2010
VA SMALLCAP PARTNERS, LLC, By: /s/ David Lockwood, Managing Member 06/14/2010
VALUEACT SMALLCAP MASTER FUND, L.P., By: VA SMALLCAP PARTNERS, LLC, its General Partner, By: /s/ David Lockwood, Managing Member 06/14/2010
VALUEACT SMALLCAP MANAGEMENT, LLC, By: /s/ David Lockwood, Managing Member 06/14/2010
/s/ David Lockwood 06/14/2010
** 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).
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