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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Armony Izhar
2. Issuer Name and Ticker or Trading Symbol

BigBand Networks, Inc. [ BBND ]
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)

1000 WINTER STREET, SUITE 3300
3. Date of Earliest Transaction (MM/DD/YYYY)

11/23/2009
(Street)

WALTHAM, MA 02451
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/23/2009     S    43400   (1) D $3.7074   8919770   (2) (3) (4) I   See Footnotes (2)(3)(4)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  Represents 42,113 shares sold by Charles River Partnership XI, LP ("CRP XI"), 1,064 shares sold by Charles River Friends XI-A, LP ("CRF XI-A") and 223 shares sold by Charles River Friends XI-B, LP ("CRF XI-B").
( 2)  Represents 42,113 shares sold by Charles River Partnership XI, LP ("CRP XI"), 1,064 shares sold by Charles River Friends XI-A, LP ("CRF XI-A") and 223 shares sold by Charles River Friends XI-B, LP ("CRF XI-B").
( 3)  Charles River XI GP, LLC ("CR XI GP LLC") is the General Partner of Charles River XI GP, LP ("CR XI GP LP"). CR XI GP LLC is also the General Partner of CRF XI-A and CRF XI-B. CR XI GP LP is the General Partner of CRP XI. CRP XI, CRF XI-A and CRF XI-B (collectively, the "Partnerships") form a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Each of Izhar Armony, Christopher Baldwin, Richard M. Burnes, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak is a managing member of CR XI GP, LLC. Accordingly, each of CR XI GP LP, CR XI GP LLC and Messrs. Armony, Baldwin, Burnes, Dintersmith, Sachs, Tai and Zak (collectively, the "Management Persons") may be deemed to beneficially own the securities owned by the Partnerships.
( 4)  Each of the Management Persons disclaims beneficial ownership of the securities reported herein held by the Partnerships, except to the extent of such person's pecuniary interest in each applicable Partnership, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

Remarks:
Each of Charles River Partnership XI, LP, Charles River Friends XI-A, LP, Charles River Friends XI-B, LP, Charles River XI GP, LP, and Charles River XI GP, LLC (the "Charles River Entities") is also a reporting person. Because the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the Charles River Entities have filed separately from this Form 4. Such other Form 4 and this Form 4 relate to the same securities and transactions. Thus, in total, there are twelve (12) joint filers: Charles River Partnership XI, LP, Charles River Friends XI-A, LP, Charles River Friends XI-B, LP, Charles River XI GP, LP, Charles River XI GP, LLC, Izhar Armony, Christopher Baldwin, Richard M. Burnes, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Armony Izhar
1000 WINTER STREET
SUITE 3300
WALTHAM, MA 02451

X

Baldwin Christopher
1000 WINTER STREET
SUITE 3300
WALTHAM, MA 02451

X

BURNES RICHARD M JR
1000 WINTER STREET
SUITE 3300
WALTHAM, MA 02451

X

Dintersmith Ted R
1000 WINTER STREET
SUITE 3300
WALTHAM, MA 02451

X

SACHS BRUCE I
1000 WINTER STREET
SUITE 3300
WALTHAM, MA 02451

X

TAI WILLIAM
2800 SAND HILL ROAD
SUITE 150
MENLO PARK, CA 94025

X

Zak Michael J
1000 WINTER STREET
SUITE 3300
WALTHAM, MA 02451

X


Signatures
/s/ John A. Genest as Attorney-in-Fact for Izhar Armony 11/25/2009
** Signature of Reporting Person Date

/s/ John A. Genest as Attorney-in-Fact for Christopher Baldwin 11/25/2009
** Signature of Reporting Person Date

/s/ John A. Genest as Attorney-in-Fact for Richard M. Burnes, Jr. 11/25/2009
** Signature of Reporting Person Date

/s/ John A. Genest as Attorney-in-Fact for Ted R. Dintersmith 11/25/2009
** Signature of Reporting Person Date

/s/ John A. Genest as Attorney-in-Fact for Bruce I. Sachs 11/25/2009
** Signature of Reporting Person Date

/s/ John A. Genest as Attorney-in-Fact for William P. Tai 11/25/2009
** Signature of Reporting Person Date

/s/ John A. Genest as Attorney-in-Fact for Michael J. Zak 11/25/2009
** 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).
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 control number.
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