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NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

Summit Partners, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

Accession Number:: 0001193125-19-038016
Form Type:: 13G Filing
Publication Date:: 2019-02-13 16:22:03

Filed By:: Summit Partners L P
Company:: Casa Systems Inc (NASDAQ:CASA)
Filing Date:: 2019-02-13
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Summit Partners	34,124,480	34,124,480	34,124,480	41.23%
Summit Partners PE VII	34,124,480	34,124,480	34,124,480	41.23%
Summit Partners PE VII	34,124,480	34,124,480	34,124,480	41.23%
Summit Partners Private Equity Fund VII-A	34,124,480	34,124,480	34,124,480	41.23%
Summit Partners Private Equity Fund VII-B	34,124,480	34,124,480	34,124,480	41.23%
Summit Master Company	34,124,480	34,124,480	34,124,480	41.23%
Summit Investors Management	34,124,480	34,124,480	34,124,480	41.23%
Summit Investors I	34,124,480	34,124,480	34,124,480	41.23%
Summit Investors I (UK)	34,124,480	34,124,480	34,124,480	41.23%
Peter Y. Chung	34,124,480	34,124,480	34,124,480	41.23%
Bruce R. Evans	34,124,480	34,124,480	34,124,480	41.23%
Martin J. Mannion	34,124,480	34,124,480	34,124,480	41.23%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G/A

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d)

and Amendments Thereto Filed Pursuant to Rule 13d-2(b)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Casa Systems, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

14713L 10 2

(CUSIP Number)

December 31, 2018

(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 persons 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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Item 1(a)

Name of Issuer:

Casa Systems, Inc.

Item 1(b)

Address of Issuers Principal Executive Offices:

100 Old River Road, Andover, Massachusetts 01810.

Item 2(a)

Name of Person Filing:

This Amendment No. 1 to Schedule 13 is being filed by Summit Partners, L.P., Summit Partners PE VII, LLC, Summit Partners PE VII, L.P., Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Master Company, LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P. (individually, an Entity and collectively, the Entities), Peter Y. Chung, Bruce R. Evans and Martin J. Mannion.

Summit Partners, L.P. is 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 each of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P. Summit Master Company, LLC is 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 Master Company, LLC, as the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its investment committee responsible for voting and investment decisions with respect to Casa Systems, Inc. Summit Partners, L.P., through a three-person investment committee responsible for voting and investment decisions with respect to Casa Systems, Inc., currently comprised of Peter Y. Chung, Bruce R. Evans and Martin J. Mannion, has voting and dispositive power over the shares held by each of the Entities.

Item 2(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each reporting person is c/o Summit Partners, 222 Berkeley Street, 18th Floor, Boston, Massachusetts 02116.

Item 2(c)

Citizenship:

Each of Summit Partners, L.P., Summit Partners PE VII, L.P., Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P. is a limited partnership organized under the laws of the State of Delaware.

Each of Summit Partners PE VII, LLC, Summit Master Company, LLC, Summit Investors Management, LLC and Summit Investors I, LLC is a limited liability company organized under the laws of the State of Delaware.

Summit Investors I (UK), L.P. is a Cayman exempted limited partnership.

Each of Peter Y. Chung, Bruce R. Evans and Martin J. Mannion is a United States citizen.

Item 2(d)

Title of Class of Securities:

Common Stock, par value $0.001 per share (the Common Stock)

Item 2(e)

CUSIP Number:

14713L 10 2


CUSIP No. 14713L 10 2		13G/A		Page 15 of 17 Pages

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	☐	Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not applicable.

Item 4

Ownership:

(a) Amount beneficially owned:

As of December 31, 2018, Summit Partners Private Equity Fund VII-A, L.P. was the record owner of 21,268,476 shares of Common Stock. As of December 31, 2018, Summit Partners Private Equity Fund VII-B, L.P. was the record owner of 12,774,194 shares of Common Stock. As of December 31, 2018, Summit Investors I, LLC was the record owner of 72,605 shares of Common Stock. As of December 31, 2018, Summit Investors I (UK), L.P. was the record owner of 9,205 shares of Common Stock.

By virtue of the affiliate relationships among the Entities and by virtue of Messrs. Chungs, Evans and Mannions membership on the three-person Investment Committee of Summit Partners, L.P., responsible for voting and investment decisions with respect to Casa Systems, Inc., each of Summit Partners, L.P., Summit Partners PE VII, LLC, Summit Partners PE VII, L.P., Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Master Company, LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P., Peter Y. Chung, Bruce R. Evans and Martin J. Mannion may be deemed to own beneficially all of the 34,124,480 shares of Common Stock as of December 31, 2018.

Each of the reporting persons expressly disclaims beneficial ownership of any shares of Casa Systems, Inc., except for the shares held of record as provided above and except to the extent of its pecuniary interest therein.

(b) Percent of class:

Summit Partners, L.P.: 41.23%

Summit Partners PE VII, LLC: 41.23%

Summit Partners PE VII, L.P.: 41.23%

Summit Partners Private Equity Fund VII-A, L.P.: 41.23%

Summit Partners Private Equity Fund VII-B, L.P.: 41.23%

Summit Master Company, LLC: 41.23%


CUSIP No. 14713L 10 2		13G/A		Page 16 of 17 Pages

Summit Investors Management, LLC: 41.23%

Summit Investors I, LLC: 41.23%

Summit Investors I (UK), L.P.: 41.23%

Peter Y. Chung: 41.23%

Bruce R. Evans: 48%

Martin J. Mannion: 41.23%

The foregoing percentages are calculated using 82,774,851 shares of Common Stock outstanding as of October 31, 2018 as disclosed in Casa System, Inc.s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:

0 shares for each reporting person

(ii) shared power to vote or to direct the vote:

Summit Partners, L.P.: 34,124,480

Summit Partners PE VII, LLC: 34,124,480

Summit Partners PE VII, L.P. 34,124,480

Summit Partners Private Equity Fund VII-A, L.P.: 34,124,480

Summit Partners Private Equity Fund VII-B, L.P.: 34,124,480

Summit Master Company, LLC: 34,124,480

Summit Investors Management, LLC: 34,124,480

Summit Investors I, LLC: 34,124,480

Summit Investors I (UK), L.P.: 34,124,480

Peter Y. Chung: 34,124,480

Bruce R. Evans: 34,124,480

Martin J. Mannion: 34,124,480

(iii) sole power to dispose or to direct the disposition of:

0 shares for each reporting person

(iv) shared power to dispose or to direct the disposition of:

Summit Partners, L.P.: 34,124,480

Summit Partners PE VII, LLC: 34,124,480

Summit Partners PE VII, L.P. 34,124,480

Summit Partners Private Equity Fund VII-A, L.P.: 34,124,480

Summit Partners Private Equity Fund VII-B, L.P.: 34,124,480

Summit Master Company, LLC: 34,124,480

Summit Investors Management, LLC: 34,124,480

Summit Investors I, LLC: 34,124,480

Summit Investors I (UK), L.P.: 34,124,480

Peter Y. Chung: 34,124,480

Bruce R. Evans: 34,124,480

Martin J. Mannion: 34,124,480

Item 5

Ownership of Five Percent or Less of a Class:

Not applicable.


CUSIP No. 14713L 10 2		13G/A		Page 17 of 17 Pages

Item 6

Ownership of More Than Five 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:

Not Applicable.

Item 8

Identification and Classification of Members of the Group:

Not Applicable. The reporting persons expressly disclaim membership in a group as used in Section 13d-1(b)(1)(ii)(K).

Item 9

Notice of Dissolution of Group:

Not Applicable.

Item 10

Certification:

Not Applicable. This statement on Schedule 13G/A is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

Dated: February 13, 2019.


SUMMIT PARTNERS, L.P. By: Summit Master Company, LLC, its general partner		SUMMIT PARTNERS PE VII, LLC By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner

By:	/s/ Robin W. Devereux	By:	/s/ Robin W. Devereux
	Member		Member


SUMMIT PARTNERS PE VII, L.P. By: Summit Partners PE VII, LLC, its general partner By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner		SUMMIT PARTNERS PRIVATE EQUITY FUND VII-A, L.P. By: Summit Partners PE VII, L.P., its general partner By: Summit Partners PE VII, LLC, its general partner By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner

By:	/s/ Robin W. Devereux	By:	/s/ Robin W. Devereux
	Member		Member


SUMMIT PARTNERS PRIVATE EQUITY FUND VII-B, L.P. By: Summit Partners PE VII, L.P., its general partner By: Summit Partners PE VII, LLC, its general partner By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner		SUMMIT MASTER COMPANY, LLC

By:	/s/ Robin W. Devereux	By:	/s/ Robin W. Devereux
	Member		Member


SUMMIT INVESTORS MANAGEMENT, LLC By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner		SUMMIT INVESTORS I, LLC By: Summit Investors Management, LLC, its manager By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner

By:	/s/ Robin W. Devereux	By:	/s/ Robin W. Devereux
	Member		Member


SUMMIT INVESTORS I (UK), L.P. By: Summit Investors Management, LLC, its manager By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner

By:	/s/ Robin W. Devereux
	Member

By:	*	By:	*
	Peter Y. Chung		Bruce R. Evans

By:	*
	Martin J. Mannion

* By:	/s/ Robin W. Devereux
	Robin W. Devereux Power of Attorney**

Pursuant to the Powers of Attorney on file with the Commission, which Powers of Attorney are incorporated herein by reference. Copies of such Powers of Attorney are filed as Exhibit 2 to the report on Schedule 13G/A filed by the reporting persons on February 12, 2018 for the year ended December 31, 2017.

EXHIBIT INDEX


Exhibit No.

1		Joint Filing Agreement, dated as of February 13, 2019.

Exhibit 1

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/A need be filed with respect to the ownership by each of the undersigned of shares of Casa Systems, Inc.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED this 13th day of February 2019.


SUMMIT PARTNERS, L.P. By: Summit Master Company, LLC, its general partner		SUMMIT PARTNERS PE VII, LLC By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner

By:	/s/ Robin W. Devereux	By:	/s/ Robin W. Devereux
	Member		Member


SUMMIT PARTNERS PE VII, L.P. By: Summit Partners PE VII, LLC, its general partner By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner		SUMMIT PARTNERS PRIVATE EQUITY FUND VII-A, L.P. By: Summit Partners PE VII, L.P., its general partner By: Summit Partners PE VII, LLC, its general partner By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner

By:	/s/ Robin W. Devereux	By:	/s/ Robin W. Devereux
	Member		Member


SUMMIT PARTNERS PRIVATE EQUITY FUND VII-B, L.P. By: Summit Partners PE VII, L.P., its general partner By: Summit Partners PE VII, LLC, its general partner By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner		SUMMIT MASTER COMPANY, LLC

By:	/s/ Robin W. Devereux	By:	/s/ Robin W. Devereux
	Member		Member


SUMMIT INVESTORS MANAGEMENT, LLC By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner		SUMMIT INVESTORS I, LLC By: Summit Investors Management, LLC, its manager By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner

By:	/s/ Robin W. Devereux	By:	/s/ Robin W. Devereux
	Member		Member


SUMMIT INVESTORS I (UK), L.P. By: Summit Investors Management, LLC, its manager By: Summit Partners, L.P., its managing member By: Summit Master Company, LLC, its general partner

By:	/s/ Robin W. Devereux
	Member

By:	*	By:	*
	Peter Y. Chung		Bruce R. Evans

By:	*
	Martin J. Mannion

* By:	/s/ Robin W. Devereux
	Robin W. Devereux Power of Attorney**