| 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, 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 response | 0.5 |
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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*| Norwest Venture Partners IX, LP |
| C/O NORWEST VENTURE PARTNERS, 525 UNIVERSITY AVENUE, SUITE 800 | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Veraz Networks, Inc.
[VRAZ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) | Director | X | 10% Owner | | Officer (give title below) | | Other (specify below) | |
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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 | | X | Form filed by More than One Reporting Person |
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| 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 |
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Common Stock
| 08/28/2008 | | P | |
2,502
| A | $
1.4
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5,673,695
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D
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Common Stock
| 08/28/2008 | | P | |
7,262
| A | $
1.4
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5,680,957
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D
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Common Stock
| 08/29/2008 | | P | |
16,038
| A | $
1.4
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5,696,995
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D
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Common Stock
| 08/29/2008 | | P | |
10,131
| A | $
1.3969
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5,707,126
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D
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Common Stock
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102,806
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I
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By limited partnership
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Common Stock
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359,998
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I
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By limited partnership
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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 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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*| Norwest Venture Partners IX, LP |
| C/O NORWEST VENTURE PARTNERS, 525 UNIVERSITY AVENUE, SUITE 800 | |
(Street)
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1. Name and Address of Reporting Person*
| C/O NORWEST VENTURE PARTNERS, 525 UNIVERSITY AVENUE, SUITE 800 | |
(Street)
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1. Name and Address of Reporting Person*
| C/O NORWEST VENTURE PARTNERS, 525 UNIVERSITY AVENUE, SUITE 800 | |
(Street)
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| Explanation of Responses: |
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| See Exhibit 99 for Signatures | 09/02/2008 |
| ** 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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| 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