Sec Form 4 Filing - FOUNDATION CAPITAL MANAGEMENT CO IV LLC @ SILVER SPRING NETWORKS INC - 2016-04-21

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
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1. Name and Address of Reporting Person
FOUNDATION CAPITAL MANAGEMENT CO IV LLC
2. Issuer Name and Ticker or Trading Symbol
SILVER SPRING NETWORKS INC [ SSNI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
250 MIDDLEFIELD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2016
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/21/2016 J( 1 ) 219,926 D $ 0 10,307,012 I By Foundation Capital IV, L.P. ( 2 )
Common Stock 04/21/2016 J( 3 ) 663,178 D $ 0 0 I By Foundation Capital VI, L.P. ( 4 )
Common Stock 04/21/2016 J( 5 ) 170,768 A $ 0 170,768 I By Foundation Capital Management Co. VI, L.L.C. ( 4 )
Common Stock 04/21/2016 J( 6 ) 170,768 D $ 0 0 I By Foundation Capital Management Co. VI, L.L.C. ( 4 )
Common Stock 04/21/2016 J( 6 ) 455 A $ 0 686 I By Foundation Capital, LLC ( 7 )
Common Stock 04/21/2016 J( 8 ) 14,818 D $ 0 0 I By: Foundation Capital VI Principals Fund, LLC ( 4 )
Common Stock 84,866 I By: FC IV Active Advisors Fund, LLC ( 2 )
Common Stock 91,204 I By: Foundation Capital IV Principals Fund, LLC ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FOUNDATION CAPITAL MANAGEMENT CO IV LLC
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X
FC IV ACTIVE ADVISORS FUND LLC
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X
Foundation Capital IV Principals Fund, LLC
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X
FOUNDATION CAPITAL IV LP
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X
Foundation Capital Management Co. VI, LLC
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X
Foundation Capital VI Principals Fund, LLC
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X
FOUNDATION CAPITAL VI LP
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X
Foundation Capital, LLC
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X
Signatures
/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member 04/22/2016
Signature of Reporting Person Date
/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. IV, LLC which serves as the Manager of FC IV Active Advisors Fund, LLC 04/22/2016
Signature of Reporting Person Date
/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. IV, LLC which serves as the Manager of Foundation Capital IV Principals Fund, LLC 04/22/2016
Signature of Reporting Person Date
/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. IV, LLC which serves as the General Partner of Foundation Capital IV, L.P 04/22/2016
Signature of Reporting Person Date
/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. VI, L.L.C. 04/22/2016
Signature of Reporting Person Date
/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. VI, LLC which serves as the Manager of Foundation Capital VI Principals Fund, L.L.C. 04/22/2016
Signature of Reporting Person Date
/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Managing Member of Foundation Capital Management Co. VI, LLC which serves as the General Partner of Foundation Capital VI, L.P 04/22/2016
Signature of Reporting Person Date
/s/ David Singer as Attorney-in-Fact for Warren M. Weiss, Manager of Foundation Capital, LLC 04/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital IV, L.P. effected following the close of the trading market on April 21, 2016 without consideration to its limited partners.
( 2 )Foundation Capital Management Co. IV, LLC is the general partner of Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland and Warren M. Weiss are managing members of Foundation Capital Management Co. IV, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC and Foundation Capital IV Principals Fund, LLC. Warren M. Weiss is a director of the Issuer and, accordingly, files separate Section 16 reports. Each of the managing members of Foundation Capital Management Co. IV, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
( 3 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. effected following the close of the trading market on April 21, 2016 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C.
( 4 )Foundation Capital Management Co. VI, LLC is the general partner of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve Vassallo are the managing members of Foundation Capital Management Co. VI, LLC and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Warren M. Weiss is a director of the Issuer and, accordingly, files separate Section 16 reports. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
( 5 )Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. described in footnote 3 above.
( 6 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, LLC effected following the close of the trading market on April 21, 2016 without consideration to its members.
( 7 )Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve Vassallo are managers of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. IV, LLC and Foundation Capital Management Co. VI, LLC. As such, each of the managers may be deemed to share voting and investment power over the shares owned by Foundation Capital IV, L.P., FC IV Active Advisors Fund, LLC, Foundation Capital IV Principals Fund, LLC, Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managers disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
( 8 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI Principals Fund, LLC effected following the close of the trading market on April 21, 2016 without consideration to its members.

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