SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Cisco Systems International B.V. (Last) (First) (Middle) HAARLERBERGPARK HAARLERBERGWEG 13-19 (Street) AMSTERDAM P7 1101CH (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/06/2013	3. Issuer Name and Ticker or Trading Symbol MAVENIR SYSTEMS INC [ MVNR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Common Stock	6,287,989(2)	(1)(2)	D(7)
Series D Preferred Stock	(3)	(3)	Common Stock	958,195(2)	(2)(3)	D(7)
Series E Preferred Stock	(4)	(4)	Common Stock	705,436(2)	(2)(4)	D(7)
Series C Preferred Stock Warrant (Right to Buy)	10/29/2008	10/29/2015	Common Stock	6,287,989(2)(5)	$0.9542(6)	D(7)

1. Name and Address of Reporting Person* Cisco Systems International B.V. (Last) (First) (Middle) HAARLERBERGPARK HAARLERBERGWEG 13-19 (Street) AMSTERDAM P7 1101CH (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CISCO SYSTEMS, INC. (Last) (First) (Middle) 170 WEST TASMAN DR (Street) SAN JOSE CA 95134-1706 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series C Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration. Each such share will automatically convert into one-seventh of one share of Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series C Preferred Stock does not have an expiration date.

2. Number of shares and exercise price do not reflect a seven-for-one reverse stock split to be effected by the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock.

3. Each share of Series D Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration Each such share will automatically convert into one-seventh of one share of Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series D Preferred Stock does not have an expiration date.

4. Each share of Series E Preferred Stock is convertible at any time into one share of Issuer's Common Stock for no additional consideration. Each such share will automatically convert into one-seventh of one share of Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series E Preferred Stock does not have an expiration date.

5. The reported warrant is currently exercisable for 6,287,989 shares of the Issuer's Series C Preferred Stock. Upon the closing of the Issuer's initial public offering of Common Stock, all outstanding shares of Series C Preferred Stock will automatically convert into Common Stock after giving effect to a 1-for-7 reverse stock split, and the reported warrant will by its terms become exercisable for 898,284 shares of the Issuer's Common Stock.

6. The warrant exercise price has not been adjusted to give effect to the Issuer's seven-for-one reverse stock split to be effected immediately prior to the closing of the Issuer's initial public offering of Common Stock.

7. Cisco Systems International B.V. (Cisco International B.V.) directly beneficially owns the reported securities. Cisco Systems, Inc. (Cisco) indirectly owns 100% of the outstanding securities of Cisco International B.V. and as such may be deemed to be an indirect beneficial owner of the reported securities. Except to the extent of any indirect pecuniary interest therein, Cisco disclaims beneficial ownership of the securities beneficially owned by Cisco International B.V.

Remarks:

Following the closing of the Issuer's initial public offering, the Reporting Persons expect that the securities reported herein will represent beneficial ownership of the Issuer of approximately 8.7%, as indicated in the Issuer's registration statement on Form S-1 (No. 333-191563).

	CISCO SYSTEMS INTERNATIONAL B.V. By: /s/ Evan Sloves, Attorney-in-Fact	11/06/2013
	CISCO SYSTEMS, INC. By: /s/ Evan Sloves, Assistant Secretary	11/06/2013
	** 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 5 (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 Number.