Amended Statement of Ownership (sc 13g/a)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

U NDER THE S ECURITIES E XCHANGE A CT OF 1934

(Amendment No. 1)

Silver Spring Networks, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

82817Q103

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).


CUSIP No. 82817Q103		13G		Page 2 of 12 Pages


1.	Names of Reporting Persons Foundation Capital IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 10,483,082 shares of Common Stock (2)
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 10,483,082 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,483,082 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 20.2% (3)
12.	Type of Reporting Person (see instructions) PN

(1)

This Schedule 13G is filed by Foundation Capital IV, L.P. (“FC4”), FC IV Active Advisors Fund, L.L.C. (“FC4AA”), Foundation Capital IV Principals Fund, L.L.C. (“FC4P”) Foundation Capital Management Co. IV, L.L.C. (“FC4M”), Foundation Capital VI, L.P. (“FC6”), Foundation Capital VI Principals Fund, L.L.C. (“FC6P”) and Foundation Capital Management Co. VI, L.L.C. (“FC6M” and together with FC4, FC4AA, FC4P, FC4M, FC6 and FC6P, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Includes (i) 10,307,012 shares held by FC4; (ii) 84,866 shares held by FC4AA and (iii) 91,204 shares held by FC4P. FC4M serves as the sole general partner of FC4 and serves as the manager of FC4AA and FC4P. As such, FC4M possesses voting and dispositive power over the shares held by FC4, FC4AA and FC4P, and may be deemed to have indirect beneficial ownership of the shares held by FC4, FC4AA and FC4P. FC4M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016.

(3)	This percentage is calculated based upon 51,894,472 shares of the Common Stock outstanding (as of November 3, 2016), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.


CUSIP No. 82817Q103		13G		Page 3 of 12 Pages


1.	Names of Reporting Persons FC IV Active Advisors Fund, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 10,483,082 shares of Common Stock (2)
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 10,483,082 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,483,082 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 20.2% (3)
12.	Type of Reporting Person (see instructions) OO

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based upon 51,894,472 shares of the Common Stock outstanding (as of November 3, 2016), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.


CUSIP No. 82817Q103		13G		Page 4 of 12 Pages


1.	Names of Reporting Persons Foundation Capital IV Principals Fund, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 10,483,082 shares of Common Stock (2)
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 10,483,082 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,483,082 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 20.2% (3)
12.	Type of Reporting Person (see instructions) OO

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based upon 51,894,472 shares of the Common Stock outstanding (as of November 3, 2016), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.


CUSIP No. 82817Q103		13G		Page 5 of 12 Pages


1.	Names of Reporting Persons Foundation Capital Management Co. IV, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 10,483,082 shares of Common Stock (2)
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 10,483,082 shares of Common Stock (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,483,082 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 20.2% (3)
12.	Type of Reporting Person (see instructions) OO

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based upon 51,894,472 shares of the Common Stock outstanding (as of November 3, 2016), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.


CUSIP No. 82817Q103		13G		Page 6 of 12 Pages


1.	Names of Reporting Persons Foundation Capital VI, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 0 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 0 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 0.0%
12.	Type of Reporting Person (see instructions) PN

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 82817Q103		13G		Page 7 of 12 Pages


1.	Names of Reporting Persons Foundation Capital VI Principals Fund, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 0 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 0 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 0.0%
12.	Type of Reporting Person (see instructions) OO

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 82817Q103		13G		Page 8 of 12 Pages


1.	Names of Reporting Persons Foundation Capital Management Co. VI, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0 shares
		6.	Shared Voting Power 0 shares
		7.	Sole Dispositive Power 0 shares
		8.	Shared Dispositive Power 0 shares
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 0.0%
12.	Type of Reporting Person (see instructions) OO

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


Item 1(a).		Name of Issuer: Silver Spring Networks, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices: 230 W. Tasman Drive San Jose, California 95134

Item 2(a).		Name of Person Filing: Foundation Capital IV, L.P. (“FC4”) FC IV Active Advisors Fund, L.L.C. (“FC4AA”) Foundation Capital IV Principals Fund, L.L.C. (“FC4P”) Foundation Capital Management Co. IV, L.L.C. (“FC4M”) Foundation Capital VI, L.P. (“FC6”) Foundation Capital VI Principals Fund, L.L.C. (“FC6P”) Foundation Capital Management Co. VI, L.L.C. (“FC6M”)

Item 2(b).		Address of Principal Business Office or, if none, Residence: c/o Foundation Capital 250 Middlefield Road Menlo Park, California 94025

Item 2(c).		Citizenship: FC4 – Delaware, United States of America FC4AA – Delaware, United States of America FC4P – Delaware, United States of America FC4M – Delaware, United States of America FC6 – Delaware, United States of America FC6P – Delaware, United States of America FC6M – Delaware, United States of America

Item 2(d).		Title of Class of Securities: Common Stock

Item 2(e).		CUSIP Number: 82817Q103

Item 3.		Not applicable .

Item 4. Ownership . The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016:


Reporting Persons	Shares Held Directly (1)		Sole Voting Power		Shared Voting Power (1)		Sole Dispositive Power		Shared Dispositive Power (1)		Beneficial Ownership (1)		Percentage of Class (3)
FC 4		10,307,012		0		10,483,082		0		10,483,082		10,483,082		20.2	%
FC4AA		84,866		0		10,483,082		0		10,483,082		10,483,082		20.2	%
FC4P		91,204		0		10,483,082		0		10,483,082		10,483,082		20.2	%
FC4M (2)		0		0		10,483,082		0		10,483,082		10,483,082		20.2	%
FC6		0		0		0		0		0		0		0.0	%
FC6P		0		0		0		0		0		0		0.0	%
FC6M (2)		0		0		0		0		0		0		0.0	%

(1)	Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Person.

(2)

FC4M serves as the sole general partner of FC4 and serves as the manager of FC4AA and FC4P. As such, FC4M possesses voting and dispositive power over the shares held by FC4, FC4AA and FC4P, and may be deemed to have indirect beneficial ownership of the shares held by FC4, FC4AA and FC4P. FC4M owns no securities of the Issuer directly. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the shares held by FC6 and FC6P and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly.

(3)	This percentage is calculated based upon 51,894,472 shares of the Common Stock outstanding (as of November 3, 2016), as set forth in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.

Item 5. Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person .

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of a Group

Not applicable.

Item 10. Certification

Not applicable.

10.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 6, 2017


F OUNDATION C APITAL M ANAGEMENT C O . IV, L.L.C.

By:		/s/ William B. Elmore
		Manager


F OUNDATION C APITAL IV, L.P.
By:		Foundation Capital Management Co. IV, L.L.C., its General Partner

By:		/s/ William B. Elmore
		Manager

FC IV ACTIVE ADVISORS F UND , L.L.C.

By:		Foundation Capital Management Co. IV, L.L.C., its Manager

By:		/s/ William B. Elmore
		Manager

F OUNDATION C APITAL IV P RINCIPALS F UND , L.L.C.
By:		Foundation Capital Management Co. IV, L.L.C., its Manager

By:		/s/ William B. Elmore
		Manager

F OUNDATION C APITAL M ANAGEMENT C O . VI, L.L.C.

By:		/s/ William B. Elmore
		Manager

F OUNDATION C APITAL VI, L.P.
By:		Foundation Capital Management Co. VI, L.L.C., its General Partner

By:		/s/ William B. Elmore
		Manager

F OUNDATION C APITAL VI P RINCIPALS F UND , L.L.C.
By:		Foundation Capital Management Co. VI, L.L.C., its Manager

By:		/s/ William B. Elmore
		Manager


Attention:		Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

11.

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Silver Spring Networks, Inc.

Dated: February 6, 2017


F OUNDATION C APITAL M ANAGEMENT C O . IV, L.L.C.

By:		/s/ William B. Elmore
		Manager

F OUNDATION C APITAL IV, L.P.
By:		Foundation Capital Management Co. IV, L.L.C., its General Partner

By:		/s/ William B. Elmore
		Manager

FC IV ACTIVE ADVISORS F UND , L.L.C.
By:		Foundation Capital Management Co. IV, L.L.C., its Manager

By:		/s/ William B. Elmore
		Manager

F OUNDATION C APITAL IV P RINCIPALS F UND , L.L.C.
By:		Foundation Capital Management Co. IV, L.L.C., its Manager

By:		/s/ William B. Elmore
		Manager

F OUNDATION C APITAL M ANAGEMENT C O . VI, L.L.C.

By:		/s/ William B. Elmore
		Manager

F OUNDATION C APITAL VI, L.P.
By:		Foundation Capital Management Co. VI, L.L.C., its General Partner

By:		/s/ William B. Elmore
		Manager

F OUNDATION C APITAL VI P RINCIPALS F UND , L.L.C.
By:		Foundation Capital Management Co. VI, L.L.C., its Manager

By:		/s/ William B. Elmore
		Manager