UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BigBand Networks, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
089750 50 9
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
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).
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1
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NAMES OF REPORTING PERSONS
Broadband Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California, United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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12,842,926 (2)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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12,842,926 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,842,926 (2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.6%(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) This Amendment No. 1 to the statement on Schedule 13G is filed by Broadband Fund, L.P. (“BBF”), Broadband Management, LLC (“BBM”), Redpoint Omega Associates, LLC (“ROA”), Redpoint Omega, L.P. (“RO”), Redpoint Omega, LLC (“RO LLC”), Redpoint Technology Partners A-I, L.P. (“RTP A-I”), Redpoint Technology Partners Q-I, L.P. (“RTP Q-I”), Redpoint Ventures I, L.P.
(“RV I”), Redpoint, Associates I, LLC (“RA LLC”), Redpoint
Ventures I, LLC (“RV I LLC,” together with BBF, BBM, ROA, RO, RO LLC, RTP A-I, RTP Q-I, RV I and RA LLC, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 172,100 shares held by BBF; (ii) 65,255 shares held by ROA; (iii) 2,307,624 shares held by RO; (iv) 283,824 shares held by RA I; (v) 141,831 shares held by RTP A-I; (vi) 887,613 shares held by RTP Q-I; and (vii) 8,984,679 shares held by RV I. BBM serves as the sole general partner of BBF and may be deemed to own beneficially the shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to own
beneficially the shares held by RO. The managers of RO LLC each serve as a manager
of ROA and may be deemed to own beneficially the shares held by ROA. RV I LLC serves
as the sole general partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by RTP A-I, RTP Q-I and RV I. The managers of RV I LLC
each serve as a manager of RA LLC and may be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC hold no shares 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, 2010.
(3) The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently filed 10-Q as filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2010.
Page 2 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Broadband Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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12,842,926 (2)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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|
|
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12,842,926 (2)
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|
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
12,842,926 (2)
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|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.6%(3)
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|
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 172,100 shares held by BBF; (ii) 65,255 shares held by ROA; (iii) 2,307,624 shares held by RO; (iv) 283,824 shares held by RA I; (v) 141,831 shares held by RTP A-I; (vi) 887,613 shares held by RTP Q-I; and (vii) 8,984,679 shares held by RV I. BBM serves as the sole general partner of BBF and may be deemed to own beneficially the shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to
own beneficially the shares held by RO. The managers of RO LLC each serve as a manager of ROA and may be deemed to own beneficially the shares held by ROA. RV I LLC serves as the sole general partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by RTP A-I, RTP Q-I and RV I. The managers of RV I LLC each serve as a manager of RA LLC and may be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC
hold no shares 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, 2010.
(3) The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently filed 10-Q as filed with the SEC on November 8, 2010.
Page 3 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Redpoint Omega Associates, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
12,842,926 (2)
|
|
|
|
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|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
18.6%(3)
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
(1) This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 172,100 shares
held by BBF; (ii) 65,255 shares held by ROA; (iii) 2,307,624 shares held by RO; (iv) 283,824 shares held by RA I; (v) 141,831 shares held by RTP A-I; (vi) 887,613 shares held by RTP Q-I; and (vii) 8,984,679 shares held by RV I. BBM serves as the sole general partner of BBF and may be deemed to own beneficially the shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to own beneficially the shares
held by RO. The managers of RO LLC each serve as a manager of ROA and may be
deemed to own beneficially the shares held by ROA. RV I LLC serves as the sole general partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by RTP A-I, RTP Q-I and RV I. The managers of RV I LLC each serve as a manager of RA LLC and may be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC hold no shares 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, 2010.
(3) The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently filed 10-Q as filed with the SEC on November 8, 2010.
Page 4 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Redpoint Omega, L.P.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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|
(a)
o
|
|
|
(b)
þ
(1)
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|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
|
|
|
Delaware, United States of America
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|
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|
5
|
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SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
12,842,926 (2)
|
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|
|
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|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
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0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
18.6%(3)
|
|
|
|
|
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
PN
|
(1) This Amendment No.
1 to the statement on Schedule 13G is filed by the Reporting Persons.
The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G.
(2) Includes (i) 172,100 shares held by
BBF; (ii) 65,255 shares held by ROA; (iii) 2,307,624 shares held by RO; (iv) 283,824 shares
held by RA I; (v) 141,831 shares held by RTP A-I; (vi) 887,613 shares held by RTP Q-I; and (vii) 8,984,679 shares held by RV I. BBM serves as the sole general partner of BBF and may be deemed to own beneficially the shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to own beneficially the shares held by RO. The managers of RO LLC each serve as a manager of ROA and may be deemed to own beneficially the shares held by ROA. RV I LLC serves as
the sole general partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by RTP A-I, RTP Q-I and RV I. The managers of RV I LLC each serve as a manager of RA LLC and may be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC hold no shares 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, 2010.
(3) The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently filed 10-Q as filed with the SEC on November 8, 2010.
Page 5 of 16 Pages
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1
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NAMES OF REPORTING PERSONS
Redpoint Omega, LLC
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|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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|
(a)
o
|
|
|
(b)
þ
(1)
|
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|
3
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SEC USE ONLY
|
|
|
|
|
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|
|
|
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware, United States of America
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
12,842,926 (2)
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
18.6%(3)
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
(1) This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 172,100 shares held by BBF;
(ii) 65,255 shares held by ROA; (iii) 2,307,624 shares held by RO; (iv) 283,824 shares held
by RA I; (v) 141,831 shares held by RTP A-I; (vi) 887,613 shares held by
RTP Q-I; and (vii) 8,984,679 shares held by RV I. BBM serves as the sole general partner of BBF and may be deemed to own beneficially the shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to own beneficially the shares held by RO. The managers of RO LLC each serve as a manager of ROA and may be deemed to own beneficially the shares held by ROA. RV I LLC serves as the sole general partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by RTP A-I, RTP Q-I and RV I. The managers of RV I LLC each serve as a manager of RA LLC and may be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC hold no shares 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, 2010.
(3) The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently filed 10-Q as filed with the SEC on November 8, 2010.
Page 6 of 16 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Redpoint Associates I, LLC
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware, United States of America
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
12,842,926 (2)
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
18.6%(3)
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
(1) This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 172,100 shares held by
BBF; (ii) 65,255 shares held by ROA; (iii) 2,307,624 shares held by RO; (iv) 283,824 shares
held by RA I; (v) 141,831 shares held by RTP A-I; (vi) 887,613 shares held by RTP Q-I; and (vii) 8,984,679 shares held by RV I. BBM serves as the sole general partner of BBF and may be deemed to own beneficially the shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to own beneficially the shares held by RO. The managers of RO LLC each serve as a manager of ROA and may be deemed to own beneficially the shares held by ROA. RV I LLC serves as the sole general partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by RTP A-I, RTP Q-I and RV I. The managers of RV I LLC each serve as a manager of RA LLC and may be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC hold no shares 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, 2010.
(3) The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently filed 10-Q as filed with the SEC on November 8, 2010.
Page 7 of 16 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Redpoint Technology Partners A-I, L.P.
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware, United States of America
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
12,842,926 (2)
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
18.6%(3)
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
PN
|
(1) This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 172,100 shares held by
BBF; (ii) 65,255 shares held by ROA; (iii) 2,307,624 shares held by RO; (iv) 283,824
shares held by RA I; (v) 141,831 shares held by RTP A-I; (vi) 887,613 shares held by RTP Q-I; and (vii) 8,984,679 shares held by RV I. BBM serves as the sole general partner of BBF and may be deemed to own beneficially the shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to own beneficially the shares held by RO. The managers of RO LLC each serve as a manager of ROA and may be deemed to own beneficially the shares held by ROA. RV I LLC serves as the sole general partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by RTP A-I, RTP Q-I and RV I. The managers of RV I LLC each serve as a manager of RA LLC and may be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC hold no shares 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, 2010.
(3) The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently filed 10-Q as filed with the SEC on November 8, 2010.
Page 8 of 16 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Redpoint Technology Partners Q-I, L.P.
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware, United States of America
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
12,842,926 (2)
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
18.6%(3)
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
PN
|
(1) This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 172,100 shares held by
BBF; (ii) 65,255 shares held by ROA; (iii) 2,307,624 shares held by RO; (iv) 283,824 shares held by RA I; (v) 141,831 shares held by RTP A-I; (vi) 887,613 shares held by RTP Q-I; and (vii) 8,984,679 shares held by RV I. BBM serves as the sole general partner of BBF and may be deemed to own beneficially the shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to own beneficially the shares
held by RO. The managers of RO LLC each serve as a manager of ROA and may be deemed to own beneficially the shares held by ROA. RV I LLC serves as the sole general partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by RTP A-I, RTP Q-I and RV I. The managers of RV I LLC each serve as a manager of RA LLC and may be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC hold no shares 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, 2010.
(3) The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently filed 10-Q as filed with the SEC on November 8, 2010.
Page 9 of 16 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Redpoint Ventures I, L.P.
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware, United States of America
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
12,842,926 (2)
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
18.6%(3)
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
PN
|
(1) This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 172,100 shares
held by BBF; (ii) 65,255 shares held by ROA; (iii) 2,307,624 shares held
by RO; (iv) 283,824 shares held by RA I; (v) 141,831 shares held by RTP A-I; (vi) 887,613 shares held by RTP Q-I; and (vii) 8,984,679 shares held by RV I. BBM serves as the sole general partner of BBF and may be deemed to own beneficially the shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to own beneficially the shares held by RO. The managers of RO LLC each serve as a manager of ROA and may be deemed to own beneficially the shares held by ROA. RV I LLC serves as the sole general partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by RTP A-I, RTP Q-I and RV I. The managers of RV I LLC each serve as a manager of RA LLC and may be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC hold no shares 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, 2010.
(3) The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently filed 10-Q as filed with the SEC on November 8, 2010.
Page 10 of 16 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Redpoint Ventures I, LLC
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
(1)
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware, United States of America
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
12,842,926 (2)
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
12,842,926 (2)
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
18.6%(3)
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
(1) This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 172,100 shares held by
BBF; (ii) 65,255 shares held by ROA; (iii) 2,307,624 shares held by RO; (iv) 283,824 shares held by RA I; (v) 141,831 shares held by RTP A-I; (vi) 887,613 shares held by RTP Q-I; and (vii) 8,984,679 shares held by RV I. BBM serves as the sole general partner of BBF and may be deemed to own beneficially the shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to own beneficially the
shares held by RO. The managers of RO LLC each serve as a manager of ROA and may be deemed to own beneficially the shares held by ROA. RV I LLC serves as the sole general partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by RTP A-I, RTP Q-I and RV I. The managers of RV I LLC each serve as a manager of RA LLC and may be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC hold no shares 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, 2010.
(3) The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently filed 10-Q as filed with the SEC on November 8, 2010.
Page 11 of 16 Pages
Introductory Note: This Amendment No. 1 to the statement on Schedule 13G amends the Schedule
13G originally filed with the SEC on February 14, 2008, and is being filed by the Reporting Persons
in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of BigBand
Networks, Inc. (the “Issuer”).
Item 1
|
|
|
|
|
|
|
(a)
|
|
Name of Issuer:
|
|
BigBand Networks, Inc.
|
|
|
|
|
|
|
|
(b)
|
|
Address of Issuer’s
|
|
|
|
|
|
Principal Executive Offices:
|
|
475 Broadway
|
|
|
|
|
|
Redwood City, California 94063
|
Item 2
|
(a)
|
|
Name of Person(s) Filing:
|
Broadband Fund, L.P. (“BBF”)
Broadband Management, LLC (“BBM”)
Redpoint Omega Associates, LLC (“ROA”)
Redpoint Omega, L.P. (“RO”)
Redpoint Omega, LLC (“RO LLC”)
Redpoint Technology Partners A-I, L.P. (“RTP A-I”)
Redpoint Technology Partners Q-I, L.P. (“RTP Q-I”)
Redpoint Ventures I, L.P. (“RV I”)
Redpoint, Associates I, LLC (“RA LLC”)
Redpoint Ventures I, LLC (“RV I LLC”)
|
|
|
|
|
|
|
(b)
|
|
Address of Principal Business Office:
|
|
c/o Redpoint Ventures
|
|
|
|
|
|
3000 Sand Hill Road, Building 2, Suite 290
|
|
|
|
|
|
Menlo Park, California 94025
|
|
|
|
|
|
|
|
|
|
BBF
|
|
California, United States of America
|
|
|
|
BBM
|
|
Delaware, United States of America
|
|
|
|
ROA
|
|
Delaware, United States of America
|
|
|
|
RO
|
|
Delaware, United States of America
|
|
|
|
RO LLC
|
|
Delaware, United States of America
|
|
|
|
RTP A-I
|
|
Delaware, United States of America
|
|
|
|
RTP Q-I
|
|
Delaware, United States of America
|
|
|
|
RV I
|
|
Delaware, United States of America
|
|
|
|
RA LLC
|
|
Delaware, United States of America
|
|
|
|
RV I LLC
|
|
Delaware, United States of America
|
|
|
|
|
|
|
|
(d)
|
|
Title of Class of Securities:
|
|
Common Stock
|
|
|
|
|
|
|
|
(e)
|
|
CUSIP Number:
|
|
089750 50 9
|
Page 12 of 16 Pages
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, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shared
|
|
|
Sole
|
|
|
Shared
|
|
|
|
|
|
|
|
|
|
|
Shares Held
|
|
|
Sole Voting
|
|
|
Voting
|
|
|
Dispositive
|
|
|
Dispositive
|
|
|
Beneficial
|
|
|
Percentage
|
|
|
Reporting Persons
|
|
Directly
|
|
|
Power
|
|
|
Power (1)
|
|
|
Power
|
|
|
Power (1)
|
|
|
Ownership (1)
|
|
|
of Class (3)
|
|
|
BBF
|
|
|
172,100
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
12,842,926
|
|
|
|
18.6
|
%
|
|
BBM (2)
|
|
|
0
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
12,842,926
|
|
|
|
18.6
|
%
|
|
ROA
|
|
|
65,255
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
12,842,926
|
|
|
|
18.6
|
%
|
|
RO
|
|
|
2,307,624
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
12,842,926
|
|
|
|
18.6
|
%
|
|
RO LLC (2)
|
|
|
0
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
12,842,926
|
|
|
|
18.6
|
%
|
|
RTP A-I
|
|
|
141,831
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
12,842,926
|
|
|
|
18.6
|
%
|
|
RTP Q-I
|
|
|
887,613
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
12,842,926
|
|
|
|
18.6
|
%
|
|
RV I
|
|
|
8,984,679
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
12,842,926
|
|
|
|
18.6
|
%
|
|
RA LLC
|
|
|
283,824
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
12,842,926
|
|
|
|
18.6
|
%
|
|
RV I LLC (2)
|
|
|
0
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
0
|
|
|
|
12,842,926
|
|
|
|
12,842,926
|
|
|
|
18.6
|
%
|
|
|
|
|
|
(1)
|
|
Represents the number of shares of Common Stock currently underlying all Securities held
by the Reporting Persons.
|
|
|
|
(2)
|
|
BBM serves as the sole general partner of BBF and may be deemed to own beneficially the
shares held by BBM. RO LLC serves as the sole general partner of RO and may be deemed to own
beneficially the shares held by RO. The managers of RO LLC each serve as a manager of ROA and
may be deemed to own beneficially the shares held by ROA. RV I LLC serves as the sole general
partner of RTP A-I, RTP Q-I and RV I and may be deemed to own beneficially the shares held by
RTP A-I, RTP Q-I and RV I. The managers of RV I LLC each serve as a manager of RA LLC and may
be deemed to own beneficially the shares held by RA LLC. BBM, RO LLC and RV I LLC hold no
shares of the Issuer directly.
|
|
|
|
(3)
|
|
The percentages set forth on the cover sheets are calculated based on 69,108,695 shares of
Common Stock reported to be outstanding as of November 1, 2010 in the Issuer’s most recently
filed 10-Q as filed with the Securities and Exchange Commission (the “SEC”) on November 8,
2010.
|
|
|
|
|
|
Item 5
|
|
Ownership of Five 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 five percent of the class of securities,
check the following:
o
|
|
|
|
|
Item 6
|
|
Ownership of More Than Five Percent on Behalf of Another Person
.
|
|
|
|
|
|
Item 7
|
|
Identification and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company
.
|
Page 13 of 16 Pages
|
|
|
|
|
Item 8
|
|
Identification and Classification of Members of the Group
.
|
|
|
|
|
|
Item 9
|
|
Notice of Dissolution of Group
.
|
Page 14 of 16 Pages
SIGNATURE
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 8, 2011
BROADBAND FUND, L.P.
By its General Partner, Broadband Management, LLC
/s/
Geoffrey Y. Yang
BROADBAND MANAGEMENT, LLC
/s/
Geoffrey Y. Yang
REDPOINT OMEGA ASSOCIATES, LLC
/s/
Geoffrey Y. Yang
REDPOINT OMEGA, L.P.
By its General Partner, Redpoint Omega, LLC
/s/
Geoffrey Y. Yang
REDPOINT OMEGA, LLC
/s/
Geoffrey Y. Yang
REDPOINT TECHNOLOGY PARTNERS A-I, L.P.
REDPOINT TECHNOLOGY PARTNERS Q-I, L.P.
REDPOINT VENTURES I, L.P.
By its General Partner, Redpoint Ventures I, LLC
/s/
Geoffrey Y. Yang
REDPOINT ASSOCIATES I, LLC
/s/
Geoffrey Y. Yang
REDPOINT VENTURES I, LLC
/s/
Geoffrey Y. Yang
Exhibit(s)
:
A — Joint Filing Statement
Page 15 of 16 Pages
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments
thereto) relating to the Common Stock of BigBand Networks, Inc. is filed on behalf of each of us.
Dated: February 8, 2011
BROADBAND FUND, L.P.
By its General Partner, Broadband Management, LLC
/s/
Geoffrey Y. Yang
BROADBAND MANAGEMENT, LLC
/s/
Geoffrey Y. Yang
REDPOINT OMEGA ASSOCIATES, LLC
/s/
Geoffrey Y. Yang
REDPOINT OMEGA, L.P.
By its General Partner, Redpoint Omega, LLC
/s/
Geoffrey Y. Yang
REDPOINT OMEGA, LLC
/s/
Geoffrey Y. Yang
REDPOINT TECHNOLOGY PARTNERS A-I, L.P.
REDPOINT TECHNOLOGY PARTNERS Q-I, L.P.
REDPOINT VENTURES I, L.P.
By its General Partner, Redpoint Ventures I, LLC
/s/
Geoffrey Y. Yang
REDPOINT ASSOCIATES I, LLC
/s/
Geoffrey Y. Yang
REDPOINT VENTURES I, LLC
/s/
Geoffrey Y. Yang
Page 16 of 16 Pages
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