logo


FORM 4UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Expires:February 28, 2011
Estimated average burden
hours per response0.5
  
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*
Norwest Venture Partners IX, LP

(Last)(First)(Middle)
C/O NORWEST VENTURE PARTNERS, 525 UNIVERSITY AVENUE, SUITE 800

(Street)
PALO ALTOCA94301

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Veraz Networks, Inc. [VRAZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2008
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
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 08/28/2008 P  2,502 A$ 1.4 5,673,695 D (1)  
Common Stock 08/28/2008 P  7,262 A$ 1.4 5,680,957 D (1)  
Common Stock 08/29/2008 P  16,038 A$ 1.4 5,696,995 D (1)  
Common Stock 08/29/2008 P  10,131 A$ 1.3969 5,707,126 D (1)  
Common Stock         102,806 I By limited partnership (2)
Common Stock         359,998 I By limited partnership (3)

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 Security3. 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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Norwest Venture Partners IX, LP

(Last)(First)(Middle)
C/O NORWEST VENTURE PARTNERS, 525 UNIVERSITY AVENUE, SUITE 800

(Street)
PALO ALTOCA94301

(City)(State)(Zip)
1. Name and Address of Reporting Person*
HAQUE PROMOD

(Last)(First)(Middle)
C/O NORWEST VENTURE PARTNERS, 525 UNIVERSITY AVENUE, SUITE 800

(Street)
PALO ALTOCA94301

(City)(State)(Zip)
1. Name and Address of Reporting Person*
STILL GEORGE J JR

(Last)(First)(Middle)
C/O NORWEST VENTURE PARTNERS, 525 UNIVERSITY AVENUE, SUITE 800

(Street)
PALO ALTOCA94301

(City)(State)(Zip)
Explanation of Responses:
1. The shares shown on Lines 1 through 4 of Table I represent shares acquired and held of record by Norwest Venture Partners IX, LP ("NVP IX"). By virtue of their positions as managing partners of Genesis VC Partners IX, LLC, the general partner of NVP IX, Promod Haque and George J. Still, Jr. may be deemed to beneficially own such securities. Mr. Haque and Mr. Still disclaim beneficial ownership of all such shares, except to the extent of their pecuniary interest therein.
2. The shares shown on Line 5 of Table I represent shares held of record by NVP Entrepreneurs Fund IX, LP ("NVP Fund IX"). By virtue of their positions as managing partners of Genesis VC Partners IX, LLC, the general partner of NVP Fund IX, Promod Haque and George J. Still, Jr. may be deemed to beneficially own such securities. Mr. Haque and Mr. Still disclaim beneficial ownership of all such shares, except to the extent of their pecuniary interest therein.
3. The shares shown on Line 6 of Table I represent shares held of record by Norwest Venture Partners VII-A, LP ("NVP VII-A"). By virtue of their positions as managing partners of Itasca VC Partners VII-A, LLC ("Itasca VC VII-A"), the general partner of NVP VII-A, Promod Haque and George J. Still, Jr. may be deemed to beneficially own such securities. Mr. Haque and Mr. Still disclaim beneficial ownership of all such shares, except to the extent of their pecuniary interest therein.
See Exhibit 99 for Signatures09/02/2008
** Signature of Reporting PersonDate
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.

EX-99

FORM 4 JOINT FILER INFORMATION Name of "Reporting Persons": Norwest Venture Partners IX, LP Promod Haque George J. Still, Jr. Address: 525 University Avenue, Suite 800 Palo Alto, CA 94301 Designated Filer: Norwest Venture Partners IX, LP Issuer and Ticker Symbol: Veraz Networks, Inc. (VRAZ) Date of Earliest Transaction: August 29, 2008 Each of the following is a Joint Filer with Norwest Venture Partners IX, LP("NVP IX") and may be deemed to share indirect beneficial ownership in the securities set forth on the attached Form 4: NVP Entrepreneurs Fund IX, L.P ("NVP Fund IX") is the record holder of the shares reported in Line 3, Norwest Venture Partners VII-A, LP ("NVP VII-A") is the record holder of the shares reported on Line 4 of Table 1. Promod Haque and George J. Still are managing partners of Itasca VC Partners VII-A, LLC, the general partner of NVP VII-A, and of Itasca VC Partners VII-A, and a managing director of Genesis VC Partners IX, LLC, the general partner of each of NVP IX and NVP Fund IX, respectively. By virtue of such positions, Mr. Haque and Mr. Still may be deemed to beneficially own the shares held of record by NVP VII-A, NVP IX, and NVP Fund IX. All Reporting Persons disclaim beneficial ownership of shares of Veraz Networks, Inc. stock held by each other Reporting Person, except to the extent of their respective pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons are the beneficial owners of all of the equity securities covered by this statement. Each of the Reporting Persons listed above hereby designates Norwest Venture Partners IX as its designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder. NORWEST VENTURE PARTNERS IX, LP By: Genesis VC Partners IX, LLC Its General Partner By: /s/ Kurt L. Betcher Its Authorized Signer By: /s/ Kurt L. Betcher PROMOD HAQUE By: Kurt L. Betcher, as Attorney-in-Fact By: /s/ Kurt L. Betcher GEORGE J. STILL, JR. By: Kurt L. Betcher, as Attorney-in-Fact

Add to Delicious   Add to DeliciousDigg It  Digg It
Send Email Send by Email Send Email Post Comment

 
Fundamental data is provided by Zacks Investment Research, market data is provided by AlphaTrade. , and Commentary and Press Releases provided by Quotemedia