Sec Form 4 Filing - CHUNG PETER Y @ Ubiquiti Networks, Inc. - 2013-09-11

Insider filing report for Changes in Beneficial Ownership
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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
CHUNG PETER Y
2. Issuer Name and Ticker or Trading Symbol
Ubiquiti Networks, Inc. [ UBNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Indirect GP of 10% Owner
(Last) (First) (Middle)
C/O SUMMIT PARTNERS, 222 BERKELEY STREET, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/11/2013
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/11/2013 S 13,000,000 ( 1 ) D $ 33 4,764,079 ( 2 ) I See Remarks.
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
CHUNG PETER Y
C/O SUMMIT PARTNERS
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X Indirect GP of 10% Owner
Signatures
Robin W. Devereux, Power of Attorney for Peter Y. Chung 09/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares sold by the following entities: 809,635 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 486,280 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 3,734 shares of common stock sold by Summit Investors I, LLC and 351 shares of common stock sold by Summit Investors I (UK), L.P..
( 2 )Represents shares held by the following entities: 2,967,050 shares of common stock held by Summit Partners Private Equity Fund VII-A, L.P., 1,782,057 shares of common stock held by Summit Partners Private Equity Fund VII-B, L.P., 13,684 shares of common stock held by Summit Investors I, LLC and 1,288 shares of common stock held by Summit Investors I (UK), L.P.

Remarks:
The entities mentioned in Footnotes 1 and 2 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC, and the general partner of Summit Investors I (UK), L.P. Summit Partners, L.P., through its Investment Committee, currently composed of Martin J. Mannion and Bruce R. Evans, has voting and dispositive authority over the shares held by each of these entities and therefore may beneficially own such shares. Mr. Mannion and Mr. Evans, as members of the two-person investment committee, have voting and dispositive authority over the shares held by the Summit Entities, and therefore may beneficially own the shares. Mr. Chung is a member of the general partner of Summit Partners, L.P. Mr. Chung disclaims beneficial ownership of shares held by the Summit Entities, and this report shall not be deemed an admission that Mr. Chung is the beneficial owner of the shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of Mr. Chung's pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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