| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
03/14/2007 |
3. Issuer Name and Ticker or Trading Symbol
BigBand Networks, Inc. [ BBND ] |
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| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
03/15/2007 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Convertible Common Stock | ( 1 ) | ( 1 ) | Common Stock | 1,787,223 | ( 1 ) | I ( 2 ) ( 9 ) ( 10 ) | By limited partnerships ( 2 ) ( 9 ) ( 10 ) |
| Class B Convertible Common Stock | ( 1 ) | ( 1 ) | Common Stock | 45,143 | ( 1 ) | I ( 3 ) ( 9 ) ( 10 ) | By limited partnerships ( 3 ) ( 9 ) ( 10 ) |
| Class B Convertible Common Stock | ( 1 ) | ( 1 ) | Common Stock | 9,496 | ( 1 ) | I ( 4 ) ( 9 ) ( 10 ) | By limited partnerships ( 4 ) ( 9 ) ( 10 ) |
| Series C Convertible Preferred Stock | ( 5 ) | ( 5 ) | Common Stock | 3,856,217 | ( 5 ) | I ( 2 ) ( 9 ) ( 10 ) | By limited partnerships ( 2 ) ( 9 ) ( 10 ) |
| Series C Convertible Preferred Stock | ( 5 ) | ( 5 ) | Common Stock | 101,381 | ( 5 ) | I ( 3 ) ( 9 ) ( 10 ) | By limited partnerships ( 3 ) ( 9 ) ( 10 ) |
| Series C Convertible Preferred Stock | ( 5 ) | ( 5 ) | Common Stock | 19,676 | ( 5 ) | I ( 4 ) ( 9 ) ( 10 ) | By limited partnerships ( 4 ) ( 9 ) ( 10 ) |
| Series D Convertible Preferred Stock | ( 6 ) | ( 6 ) | Common Stock | 481,893 | ( 6 ) | I ( 2 ) ( 9 ) ( 10 ) | By limited partnerships ( 2 ) ( 9 ) ( 10 ) |
| Series D Convertible Preferred Stock | ( 6 ) | ( 6 ) | Common Stock | 12,172 | ( 6 ) | I ( 3 ) ( 9 ) ( 10 ) | By limited partnerships ( 3 ) ( 9 ) ( 10 ) |
| Series D Convertible Preferred Stock | ( 6 ) | ( 6 ) | Common Stock | 2,561 | ( 6 ) | I ( 4 ) ( 9 ) ( 10 ) | By limited partnerships ( 4 ) ( 9 ) ( 10 ) |
| Series E-1 Convertible Preferred Stock | ( 7 ) | ( 7 ) | Common Stock | 920,547 | ( 7 ) | I ( 2 ) ( 9 ) ( 10 ) | By limited partnerships ( 2 ) ( 9 ) ( 10 ) |
| Series E-1 Convertible Preferred Stock | ( 7 ) | ( 7 ) | Common Stock | 23,252 | ( 7 ) | I ( 3 ) ( 9 ) ( 10 ) | By limited partnerships ( 3 ) ( 9 ) ( 10 ) |
| Series E-1 Convertible Preferred Stock | ( 7 ) | ( 7 ) | Common Stock | 4,891 | ( 7 ) | I ( 4 ) ( 9 ) ( 10 ) | By limited partnerships ( 4 ) ( 9 ) ( 10 ) |
| Series E-2 Convertible Preferred Stock | ( 8 ) | ( 8 ) | Common Stock | 1,782,131 | ( 8 ) | I ( 2 ) ( 9 ) ( 10 ) | By limited partnerships ( 2 ) ( 9 ) ( 10 ) |
| Series E-2 Convertible Preferred Stock | ( 8 ) | ( 8 ) | Common Stock | 45,014 | ( 8 ) | I ( 3 ) ( 9 ) ( 10 ) | By limited partnerships ( 3 ) ( 9 ) ( 10 ) |
| Series E-2 Convertible Preferred Stock | ( 8 ) | ( 8 ) | Common Stock | 9,469 | ( 8 ) | I ( 4 ) ( 9 ) ( 10 ) | By limited partnerships ( 4 ) ( 9 ) ( 10 ) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Convertible Class B Common Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration date. |
| 2. These securities are owned by Charles River Partnership XI, LP ("XI LP"), which is a member of a "group" with Charles River Friends XI-A, LP ("XI-A LP") and Charles River Friends XI-B, LP ("XI-B LP," and together with XI LP and XI-A LP, the "Partnerships") for purposes of Section 13(d) of the Securities Exchange Act of 1934. |
| 3. These securities are owned by XI-A LP. |
| 4. These securities are owned by XI-B LP. |
| 5. The Convertible Series C Preferred Stock is convertible on a 1.4732142857-for-one basis upon the completion of the Initial Public Offering and has no expiration date. |
| 6. The Convertible Series D Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration date. |
| 7. The Convertible Series E-1 Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration date. |
| 8. The Convertible Series E-2 Preferred Stock is convertible on a one-for-one basis upon the completion of the Initial Public Offering and has no expiration date. |
| 9. Charles River XI GP, LP is the General Partner of XI LP. Charles River XI GP, LLC is the General Partner of Charles River XI GP, LP. Charles River XI GP, LLC is also the General Partner of XI-A LP and XI-B LP. Each of Izhar Armony, Christopher Baldwin, Richard M. Burnes, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak is a managing member of Charles River XI GP, LLC. Accordingly, each of Charles River XI GP, LP, Charles River XI GP, LLC and Messrs. Armony, Baldwin, Burnes, Dintersmith, Sachs, Tai, and Zak (collectively, the "Management Persons") may be deemed to beneficially own the securities owned by the Partnerships. Each of the Management Persons disclaims beneficial ownership of the securities reported herein held by the Partnerships, except to the extent of such person's pecuniary interest in each applicable Partnership, if any. |
| 10. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. |
| Remarks: |
| Charles River Partnership XI, LP, Charles River Friends XI-A, LP, Charles River Friends XI-B, LP, Charles River XI GP, LP, and Charles River XI GP, LLC are also reporting persons. Because the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, such persons filed a separate Form 3, as amended. Such other Form 3, as amended, and this amended Form 3 (collectively, the "Amended Form 3") relate to the same securities and transactions. Thus, in total, there are eleven (11) joint filers: Charles River Partnership XI, LP, Charles River Friends XI-A, LP, Charles River Friends XI-B, LP, Charles River XI GP, LP, Charles River XI GP, LLC, Izhar Armony, Christopher Baldwin, Richard M. Burns, Jr., Ted R. Dintersmith, William P. Tai, and Michael J. Zak. Bruce I. Sachs files separately with respect to BigBand Network, Inc. The Amended Form 3 amends the Form 3 filed March 14, 2007 (the "Initial Form 3"), which did not include the Management Persons as reporting persons. A Form 4 was filed on March 22, 2007 relating to the securities reported on the Initial Form 3, which also did not include the Management Persons as reporting persons. Exhibit List Exhibit 24.1: Power of Attorney for Izhar Armony Exhibit 24.2: Power of Attorney for Christopher Baldwin Exhibit 24.3: Power of Attorney for Richard M. Burns, Jr. Exhibit 24.4: Power of Attorney for Ted R. Dintersmith Exhibit 24.5: Power of Attorney for William P. Tai Exhibit 24.6: Power of Attorney for Michael J. Zak |
| /s/ Sarah Reed, Attorney-in-Fact for Izhar Armony | 12/17/2007 | |
| /s/ Sarah Reed, Attorney-in-Fact for Christopher Baldwin | 12/17/2007 | |
| /s/ Sarah Reed, Attorney-in-Fact for Richard M. Burnes, Jr. | 12/17/2007 | |
| /s/ Sarah Reed, Attorney-in-Fact for Ted R. Dintersmith | 12/17/2007 | |
| /s/ Sarah Reed, Attorney-in-Fact for William P. Tai | 12/17/2007 | |
| /s/ Sarah Reed, Attorney-in-Fact for Michael J. Zak | 12/17/2007 | |
| ** 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 5 (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. | ||