Filing Details
- Accession Number:
- 0001193125-17-034788
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-08 17:17:55
- Filed By:
- Summit Partners L P
- Company:
- Acacia Communications Inc. (NASDAQ:ACIA)
- Filing Date:
- 2017-02-08
- SEC Url:
- 13G Filing
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 | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Summit Partners | 0 | 2,550,127 | 0 | 2,550,127 | 2,550,127 | 6.8% |
| Summit Partners Venture Capital Fund III-A | 0 | 2,550,127 | 0 | 2,550,127 | 2,550,127 | 6.8% |
| Summit Partners Venture Capital Fund III-B | 0 | 2,550,127 | 0 | 2,550,127 | 2,550,127 | 6.8% |
| Summit Partners VC III | 0 | 2,550,127 | 0 | 2,550,127 | 2,550,127 | 6.8% |
| Summit Master Company | 0 | 2,550,127 | 0 | 2,550,127 | 2,550,127 | 6.8% |
| Summit Investors Management | 0 | 2,550,127 | 0 | 2,550,127 | 2,550,127 | 6.8% |
| Summit Investors I | 0 | 2,550,127 | 0 | 2,550,127 | 2,550,127 | 6.8% |
| Summit Investors I (UK) | 0 | 2,550,127 | 0 | 2,550,127 | 2,550,127 | 6.8% |
| Peter Y. Chung | 0 | 2,550,127 | 0 | 2,550,127 | 2,550,127 | 6.8% |
| Martin J. Mannion | 0 | 2,550,127 | 0 | 2,550,127 | 2,550,127 | 6.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
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. )*
Acacia Communications, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
00401C108
(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 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).
| CUSIP No. 00401C108 | 13G | Page 2 of 16 Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Summit Partners, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,550,127 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,550,127 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,127 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| CUSIP No. 00401C108 | 13G | Page 3 of 16 Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Summit Partners Venture Capital Fund III-A, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,550,127 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,550,127 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,127 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| CUSIP No. 00401C108 | 13G | Page 4 of 16 Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Summit Partners Venture Capital Fund III-B, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,550,127 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,550,127 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,127 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| CUSIP No. 00401C108 | 13G | Page 5 of 16 Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Summit Partners VC III, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,550,127 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,550,127 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,127 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| CUSIP No. 00401C108 | 13G | Page 6 of 16 Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Summit Master Company, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,550,127 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,550,127 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,127 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| CUSIP No. 00401C108 | 13G | Page 7 of 16 Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Summit Investors Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,550,127 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,550,127 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,127 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| CUSIP No. 00401C108 | 13G | Page 8 of 16 Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Summit Investors I, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,550,127 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,550,127 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,127 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| CUSIP No. 00401C108 | 13G | Page 9 of 16 Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Summit Investors I (UK), L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman exempted limited partnership | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,550,127 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,550,127 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,127 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| CUSIP No. 00401C108 | 13G | Page 10 of 16 Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Peter Y. Chung | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,550,127 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,550,127 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,127 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| CUSIP No. 00401C108 | 13G | Page 11 of 16 Pages |
| 1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Martin J. Mannion | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
2,550,127 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
2,550,127 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,127 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| CUSIP No. 00401C108 | 13G | Page 12 of 16 Pages |
| Item 1(a) | Name of Issuer: |
Acacia Communications, Inc.
| Item 1(b) | Address of Issuers Principal Executive Offices: |
Three Mill and Main Place, Suite 400, Maynard, MA 01754.
| Item 2(a) | Name of Person Filing: |
This Schedule 13G is being filed by Summit Partners, L.P., Summit Partners VC III, LLC, Summit Partners Venture Capital Fund III-A, L.P., Summit Partners Venture Capital Fund III-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 and Martin J. Mannion.
Summit Partners, L.P. is the managing member of Summit Partners VC III, LLC, which is the general partner of each of Summit Partners Venture Capital Fund III-A, L.P. and Summit Partners Venture Capital Fund III-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 Acacia Communications, Inc. Summit Partners, L.P., through a two-person investment committee responsible for voting and investment decisions with respect to Acacia Communications, Inc., currently composed of Peter Y. Chung 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 Summit Partners, L.P., Summit Partners VC III, LLC, Summit Partners Venture Capital Fund III-A, L.P., Summit Partners Venture Capital Fund III-B, L.P., Summit Master Company, LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P., Peter Y. Chung and Martin J. Mannion is c/o Summit Partners, 222 Berkeley Street, 18th Floor, Boston, Massachusetts 02116.
| CUSIP No. 00401C108 | 13G | Page 13 of 16 Pages |
| Item 2(c) | Citizenship: |
Each of Summit Partners, L.P., Summit Partners Venture Capital Fund III-A, L.P. and Summit Partners Venture Capital Fund III-B, L.P. is a limited partnership organized under the laws of the State of Delaware. Each of Summit Partners VC III, 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 and Martin J. Mannion is a United States citizen.
| Item 2(d) | Title of Class of Securities: |
Common Stock, par value $0.0001 per share (the Common Stock)
| Item 2(e) | CUSIP Number: |
00401C108
| 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). | ||||
| CUSIP No. 00401C108 | 13G | Page 14 of 16 Pages |
Not applicable.
| Item 4 | Ownership: |
| (a) | Amount beneficially owned: |
As of December 31, 2016, Summit Partners Venture Capital Fund III-A, L.P. was the record owner of 1,936,021 shares of Common Stock. As of December 31, 2016, Summit Partners Venture Capital Fund III-B, L.P. was the record owner of 586,781 shares of Common Stock. As of December 31, 2016, Summit Investors I, LLC was the record owner of 25,224 shares of Common Stock. As of December 31, 2016, Summit Investors I (UK), L.P. was the record owner of 2,101 shares of Common Stock.
By virtue of the affiliate relationships among the Entities and by virtue of Messrs. Chungs and Mannions membership on the two-person Investment Committee of Summit Partners, L.P., responsible for voting and investment decisions with respect to Acacia Communications, Inc., each of Summit Partners, L.P., Summit Partners Venture Capital Fund III-A, L.P., Summit Partners Venture Capital Fund III-B, L.P., Summit Partners VC III, LLC, Summit Master Company, LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P., Peter Y. Chung and Martin J. Mannion may be deemed to own beneficially all of the 2,550,127 shares of Common Stock as of December 31, 2016.
Each of the reporting persons expressly disclaims beneficial ownership of any shares of Acacia Communications, Inc., except for the shares held of record as provided above and except to the extent of its pecuniary interest herein.
| (b) | Percent of class: |
Summit Partners, L.P.: 6.8%
Summit Partners VC III, LLC: 6.8%
Summit Partners Venture Capital Fund III-A, L.P.: 6.8%
Summit Partners Venture Capital Fund III-B, L.P.: 6.8%
Summit Master Company, LLC: 6.8%
Summit Investors Management, LLC: 6.8%
Summit Investors I, LLC: 6.8%
Summit Investors I (UK), L.P.: 6.8%
Peter Y. Chung: 6.8%
Martin J. Mannion: 6.8%
| CUSIP No. 00401C108 | 13G | Page 15 of 16 Pages |
The foregoing percentages are calculated using the 37,422,863 shares of Common Stock outstanding as disclosed in Acacia Communications, Inc.s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2016.
| (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.: 2,550,127
Summit Partners VC III, LLC: 2,550,127
Summit Partners Venture Capital Fund III-A, L.P.: 2,550,127
Summit Partners Venture Capital Fund III-B, L.P.: 2,550,127
Summit Master Company, LLC: 2,550,127
Summit Investors Management, LLC: 2,550,127
Summit Investors I, LLC: 2,550,127
Summit Investors I (UK), L.P.: 2,550,127
Peter Y. Chung: 2,550,127
Martin J. Mannion: 2,550,127
| (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.: 2,550,127
Summit Partners VC III, LLC: 2,550,127
Summit Partners Venture Capital Fund III-A, L.P.: 2,550,127
Summit Partners Venture Capital Fund III-B, L.P.: 2,550,127
Summit Master Company, LLC: 2,550,127
Summit Investors Management, LLC: 2,550,127
Summit Investors I, LLC: 2,550,127
Summit Investors I (UK), L.P.: 2,550,127
Peter Y. Chung: 2,550,127
Martin J. Mannion: 2,550,127
| CUSIP No. 00401C108 | 13G | Page 16 of 16 Pages |
| Item 5 | Ownership of Five Percent or Less of a Class: |
Not Applicable.
| 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 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 8, 2017.
| SUMMIT PARTNERS, L.P. | SUMMIT PARTNERS VC III, LLC | |||||||
| By: Summit Master Company, 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 VENTURE CAPITAL FUND III-A, L.P. | SUMMIT PARTNERS VENTURE CAPITAL FUND III-B, L.P. | |||||||
| By: Summit Partners VC III, LLC, its general partner | By: Summit Partners VC III, LLC, its general partner | |||||||
| By: Summit Partners, L.P., its managing member | By: Summit Partners, L.P., its managing member | |||||||
| By: Summit Master Company, LLC, its general partner | By: Summit Master Company, LLC, its general partner | |||||||
| By: | /s/ Robin W. Devereux | By: | /s/ Robin W. Devereux | |||||
| Member | Member | |||||||
| SUMMIT MASTER COMPANY, LLC | SUMMIT INVESTORS MANAGEMENT, LLC | |||||||
| By: Summit Master Company, LLC, its managing member | ||||||||
| By: | /s/ Robin W. Devereux | By: | /s/ Robin W. Devereux | |||||
| Member | Member | |||||||
| SUMMIT INVESTORS I, LLC | SUMMIT INVESTORS I (UK), L.P. | |||||||
| By: Summit Investors Management, LLC, its manager | By: Summit Investors Management, LLC, its general partner | |||||||
| By: Summit Master Company, LLC, its managing member | By: Summit Master Company, LLC, its managing member | |||||||
| By: | /s/ Robin W. Devereux | By: | /s/ Robin W. Devereux | |||||
| Member | Member | |||||||
| By: | * | By: | * | |||||
| Peter Y. Chung | Martin J. Mannion | |||||||
| * By: | /s/ Robin W. Devereux | |||||||
| Robin W. Devereux | ||||||||
| Power of Attorney** | ||||||||
| ** | Pursuant to the Powers of Attorney filed herewith as Exhibit 2. |
EXHIBIT INDEX
| Exhibit No. | ||
| 1 | Joint Filing Agreement | |
| 2 | Powers of Attorney | |
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 need be filed with respect to the ownership by each of the undersigned of shares of Acacia Communications, Inc.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED this 8th day of February 2017.
| SUMMIT PARTNERS, L.P. | SUMMIT PARTNERS VC III, LLC | |||||||
| By: Summit Master Company, 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 VENTURE CAPITAL FUND III-A, L.P. | SUMMIT PARTNERS VENTURE CAPITAL FUND III-B, L.P. | |||||||
| By: Summit Partners VC III, LLC, its general partner | By: Summit Partners VC III, LLC, its general partner | |||||||
| By: Summit Partners, L.P., its managing member | By: Summit Partners, L.P., its managing member | |||||||
| By: Summit Master Company, LLC, its general partner | By: Summit Master Company, LLC, its general partner | |||||||
| By: | /s/ Robin W. Devereux | By: | /s/ Robin W. Devereux | |||||
| Member | Member | |||||||
| SUMMIT MASTER COMPANY, LLC | SUMMIT INVESTORS MANAGEMENT, LLC | |||||||
| By: Summit Master Company, LLC, its managing member | ||||||||
| By: | /s/ Robin W. Devereux | By: | /s/ Robin W. Devereux | |||||
| Member | Member | |||||||
| SUMMIT INVESTORS I, LLC | SUMMIT INVESTORS I (UK), L.P. | |||||||
| By: Summit Investors Management, LLC, its manager | By: Summit Investors Management, LLC, its general partner | |||||||
| By: Summit Master Company, LLC, its managing member | By: Summit Master Company, LLC, its managing member | |||||||
| By: | /s/ Robin W. Devereux | By: | /s/ Robin W. Devereux | |||||
| Member | Member | |||||||
| By: | * | By: | * | |||||
| Peter Y. Chung | Martin J. Mannion | |||||||
| * By: | /s/ Robin W. Devereux | |
| Robin W. Devereux | ||
| Power of Attorney** |
| ** | Pursuant to the Powers of Attorney filed herewith as Exhibit 2. |
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robin W. Devereux his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself or herself individually or on behalf of each of any affiliate of Summit Partners, L.P. that is not a portfolio company, including without limitation those entities listed on the attached Exhibit A, on matters relating to:
| (a) | Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), Rule 144 promulgated under the Securities Act of 1933, as amended (the 33 Act) and any and all regulations promulgated thereunder, including filings with the Securities and Exchange Commission pursuant thereto; |
| (b) | any written ballot or proxy with respect to any investment securities owned beneficially or of record by any such entities; |
| (c) | such filings required pursuant to the Internal Revenue Code of 1986, as amended, and any related regulations, pertaining to such entities |
| (d) | economic exhibits relating to such entities; and |
| (e) | the PATRIOT Act. |
and to file the same, with all exhibits thereto, and any other documents in connection therewith, with, as applicable, (i) the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, and/or (ii) the Internal Revenue Service, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Said attorney-in-fact is entitled to amend Exhibit A from time to time to reflect additional affiliates of Summit Partners, L.P. that are not portfolio companies.
The undersigned hereby acknowledges that this Power of Attorney supercedes, revokes and terminates any power of attorney executed by the undersigned prior to the date hereof for the purposes listed above.
[Exhibit A and Signature Pages Follow]
Power of Attorney
Exhibit A
| Summit Ventures, L.P. | SD III-B TUI Blocker Corp | |
| Summit Ventures II, L.P. | SPPE VII-B TUI Blocker Corp | |
| Summit Ventures III, L.P. | SP PE VII-B AFCV Blocker Corp | |
| Summit Ventures IV, L.P. | SP VC II-B TMFS Blocker Corp | |
| Summit Ventures V, L.P. | SP PE VII-B VIP Blocker Corp | |
| Summit V Companion Fund, L.P. | SD III-B Heald Holdings Corp | |
| Summit V Advisors Fund, L.P. | SP PE VII-B Heald Holdings Corp | |
| Summit V Advisors Fund QP, L.P. | SD III-B Salient Blocker Corp | |
| Summit Subordinated Debt Fund, L.P. | SP PE VII-B Salient Blocker Corp | |
| Summit Subordinated Debt Fund II, L.P. | SP SD IV-B Salient Blocker Corp | |
| Summit Subordinated Debt Fund III-A, L.P. | SPVC II-B Winshuttle Blocker Corp | |
| Summit Subordinated Debt Fund III-B, L.P. | SPVC II-B My Dentist Blocker Corp | |
| Summit Accelerator Fund, L.P. | SV VI-B HCP Blocker Corp | |
| SV Eurofund, C.V. | SPVC II-B Clearwater Analytics Blocker Corp | |
| Summit Ventures VI-A, L.P. | SPVC II-B Hiperos Blocker Corp | |
| Summit Ventures VI-B, L.P. | SP SD IV-B Announce Blocker Corp | |
| Summit VI Entrepreneurs Fund L.P. | SV VI-B CAM Holdings, L.P. | |
| Summit VI Advisors Fund, L.P. | Summit Ventures VI-B HCP, LP | |
| Summit Founders Fund, L.P. | SV VI-B Tivoli Holdings, LP | |
| Summit Founders Fund II, L.P. | SD III-B Tivoli Holdings, LP | |
| Summit Accelerator Founders Fund, L.P. | SD II Eyeglass Holdings LP | |
| Summit Partners Private Equity Fund VII-A, L.P | SV VI-B Eyeglass Holdings LP | |
| Summit Partners Private Equity Fund VII-B, L.P | SV VI-B Bennington Holdings LP | |
| Summit Partners Venture Capital Fund II-A, L.P. | SV VI-B Commnet Holdings, L.P. | |
| Summit Partners Venture Capital Fund II-B, L.P. | SV VI-B Tippmann Holdings. L.P. | |
| Summit Partners Subordinated Debt Fund IV-A, LP | SV VI Tippmann Holdings. L.P. | |
| Summit Partners Subordinated Debt Fund IV-B, LP | SD III-B Tippmann Holdings, L.P. | |
| Summit Partners Europe Private Equity Fund, LP | SV VI-B CD Holdings, L.P. | |
| Summit Partners Growth Equity Fund VIII-A, LP | SV VI-B Focus Holdings, L.P | |
| Summit Partners Growth Equity Fund VIII-B, LP | SD III-B Focus Holdings, L.P | |
| Summit Partners Venture Capital Fund III-A, LP | SV VI-B Aurora Holdings LP | |
| Summit Partners Venture Capital Fund III-B, LP | SPPE VII-B Aurora Holdings, L.P. | |
| Summit Investors, L.P. | SV VI-B LiteCure, L.P. | |
| Summit Investors II, L.P. | SD III-B Nomacorc Holdings L.P. | |
| Summit Investors III, L.P. | SP PE VII-B Nomacorc Holdings LP | |
| Summit Investors (SAF) IV, L.P. | SD III-B TUI Holdings LP | |
| Summit Investors VI, L.P. | SPPE VII-B TUI Holdings LP | |
| Summit Investors I, LLC | SP PE VII-B AFCV Holdings LP | |
| Summit Investors I (UK), L.P. | SP VC II-B TMFS Holdings, LP | |
| Summit Incentive Plan, L.P. | SPPE VII-B SUN Holdings, LP | |
| Summit Incentive Plan II, L.P. | SP PE VII-B VIP Holdings, L.P. | |
| S-K Investment Corp | SP PE VII-B Heald Holdings, L.P. | |
| Summit Partners Blocker, Inc. | SD III-B Heald Holdings, L.P. | |
| Stamps, Woodsum & Co. | SD III-B Salient Holdings, L.P. | |
| Stamps, Woodsum & Co. II | SP PE VII-B Salient Holdings, L.P. |
| Stamps, Woodsum & Co. III | SPVC II-B Winshuttle Holdings, LP | |
| Stamps, Woodsum &Co. IV | SPVC II-B My Dentist Holdings, LP | |
| Summit Partners II, L.P. | SPVC II-B Hiperos Holdings LP | |
| Summit Partners III, L.P. | SPVC II-B Clearwater Analytics Holdings LP | |
| Summit Partners IV, L.P. | SP SD IV-B Announce Holdings, LP | |
| Summit Partners V, L.P. | SPSD IV-B Access Holdings, LP | |
| Summit Partners LLC | SPPE VII-B Access Holdings, LP | |
| Summit Partners SD, L.P. | Summit Partners Sarl | |
| Summit Partners SD II, LLC | Summit Partners Holding GmBh | |
| Summit Partners SD III, L.P. | Summit Partners II Sarl | |
| Summit Partners SD III, LLC | Summit Beteiligungs GmbH | |
| Summit Partners VI (GP), L.P. | Summit Verwaltings GMBH | |
| Summit Partners VI (GP), LLC | Summit GmbH & Co. Beteiligungs KG | |
| Summit Partners VC II LP | Summit Parners III Sarl | |
| Summit Partners VC II LLC | IGEFI Holdings, LP | |
| Summit Partner PE VII LP | IGEFI Licensing Sarl | |
| Summit Partner PE VII LLC | IGEFI France Sarl | |
| Summit Partners SD IV, LP | Finch Software Ltd | |
| Summit Partners SD IV, LLC | Finch Software India PVT Ltd. | |
| Summit Partners Europe, LP | IGEFI Deutschland GmbH | |
| Summit Partners Europe, Ltd. | IGEFI U.K. Limited | |
| Summit Investors Management, LLC | IGEFI US LLC | |
| SV International | Summit Partners V Sarl | |
| Summit Accelerator Partners, LLC | Summit Partners VI-A Sarl | |
| Summit Accelerator Management, LLC | Summit Partners VI-B Sarl | |
| SWC Holdings Co. | Summit Partners VI-A France | |
| Summit Retained Earnings LP | Summit Partners VI-B France | |
| Summit Partners FF Corp | Summit Partners VII-A Sarl | |
| S-K Investment Corp | Summit Partners VII-B Sarl | |
| Summit Partners Blocker, Inc. | Summit Partners VIII Sarl | |
| Summit Partners Holdings, L.P. | Summit Partners TLK-A Sarl | |
| Summit Partners Growth Equity VIII LLC | Summit Partners TLK-B Sarl | |
| Summit Partners Growth Equity VIII LP | Summit Partners FMT Sarl | |
| Summit Partners Venture Capital Fund III, LLC | Summit Partners WRI Sarl | |
| Summit Partners Venture Capital Fund III, LP | Summit Partners OGN LUXCO SCA | |
| Summit Investment Holdings Trust | Ogone SPRL (fka Ogone SA) | |
| Summit Investors Holdings Trust | Ogone SAS | |
| Summit Investment Holdings Trust II | Ogone BV | |
| Shearson Summit Partners Management LP | Ogone GmbH (Germany) | |
| HKL I Partners | Ogone GmbH (Austria) | |
| HKL I, LLC | Ogone GmbH (SW) | |
| Summit/Meditech LLC | Ogone Limited | |
| Summit/CAM Holdings, LLC | Summit Partners India Private Equity | |
| Summit/Sun Holdings LLC | Summit Partners India Holdco | |
| Summit LogistiCare LLC | Summit Partners India Holdco, LP | |
| Summit GCA Holdings LLC | Summit Partners JMB S.á.r.l | |
| Summit Accelerator Management, LP | Summit Partners WRI S.á.r.l | |
| Summit Accelerator Partners, LP | Summit Partners SFB S.á.r.l | |
| Summit Partners, L.P. | Summit Partners DDN S.á.r.l |
| Summit Master Company LLC | Summit Partners VP- A, S.à r.l. | |
| SW Management Corp | Summit Partners VP- B, S.à r.l. | |
| Summit UK Advisory LLC | Summit Partners VI A SAS (French-co) | |
| Summit Partners, Ltd. | Summit Partners VI B SAS (French-co) | |
| Summit Partners, LP Savings and Investment Plan | Summit Partners WT- A, S.à r.l. | |
| Summit Partners, LP Profit Sharing Plan and Trust | Summit Partners WT-B, S.à r.l. | |
| Mt. Everest Fund, L.P. | Summit Partners FMT, S.à r.l. | |
| Mt. Everest QP Fund, L.P. | Summit Partners TLK-A, S.à r.l. | |
| Greenberg-Summit Management , LLC | Summit Partners TLK-B, S.à r.l. | |
| Greenberg- Summit Partners, LLC | Summit Partners OGN (LUXCO) SCA | |
| SD II Bennington Blocker Corp | Summit Partners India Private Investments I | |
| SV VI-B Bennington Blocker Corp | Summit Partners India Holdco Investors | |
| SD II Eyeglass Blocker Corp | Summit Partners India Holdco, LP | |
| SV VI -B Eyeglass Preferred Blocker | Summit Partners India Venture Capital Investments | |
| SV VI -B Eyeglass Common Blocker | Summit Partners AVT Cooperatief U.A | |
| SV VI-B Commnet Common Blocker Corp. | Summit Partners AVT, LLC | |
| SV VI-B Commnet Preferred Blocker Corp. | Sumpro Investment Advisory PVT LTD | |
| SV VI B Tippmann Preferred Blocker Corp. | Lovett-Woodsum 1998 CGC TR | |
| SV VI B Tippmann Common Blocker Corp. | Stamps 1998 CGC Trust | |
| SD III-B Tippmann Blocker Corp | ABC Funding, LLC | |
| SV VI-B Tivoli Blocker Corp. | SPPE VII-A CDIH Holdings, Inc | |
| SD III-B Tivoli Blocker Corp. | SPPE VII-B CDIH Holdings, Inc | |
| SV VI-B CAM Blocker Corp | SV VI-A CDIH Holdings, Inc | |
| Summit Ventures VI-B HCP Blocker Corp | SV VI-B CDIH Holdings, Inc | |
| SV VI-B CD Blocker Corp. | SV VI Affiliates CDIH Holdings, Inc | |
| SPPE VII-B CD Blocker Corp. | Summit Partners Credit GP LP | |
| Sparta Holding Corporation | Summit Partners Credit Advisors LP | |
| SV VI-B Focus Blocker Corp | Summit Partners Credit GP LLC | |
| SDIII-B Focus Blocker Corp | Summit Partners Credit Offshore Fund, LP | |
| SV VI-B Aurora Blocker Corp. | Summit Partners Credit Fund, LP | |
| SPPE VII-B Aurora Blocker Corp. | Summit Partners Credit Offshore Intermediate | |
| SPVCII-B Anesthetix Blocker Corp | Summit Partners Credit Master, LP | |
| SV VI-B LiteCure Blocker Corp. | BigPoint Manager SARL | |
| SPPE VII-B Champion Blocker Corp | BigPoint Manager Investments SCA | |
| SD III-B Nomacorc Blocker Corp | BigPoint Distribuicao De Entretenimento Online Ltda | |
| SPPE VII-B Nomacorc Blocker Corp | Bigpoint International Holdco Ltd | |
| SPVCII-B LiveOffice Blocker Corp | Bigpoint International Services Ltd | |
| SPPE VII-B SUN Blocker Corp | SPPE VII-B CRG Blocker Corp | |
| SPPE VII-B SSEC Blocker Corp | SPSD IV-B SSEC Blocker Corp | |
| SP PE VII-B Zenith Blocker Corp | SP SD IV-B Zenith Blocker Corp | |
| SP VC II-B WMS Blocker Corp | SPSD IV-B SSEC Holdings, LP | |
| SPPE VII-B SSEC Holdings, LP | SP PE VII-B Zenith Holdings, L.P | |
| SP SD IV-B Zenith Holdings, L.P | SPPE VII-B CRG Holdings, L.P | |
| SP VC II-B WMS Holdings, L.P | Bigpoint Midco GMBH | |
| Bigpoint Investments GMBH | HSYSTEMS ACQUISITION TWO INC | |
| HSYSTEMS ACQUISITION ONE INC | HSYSTEMS TOP HOLDINGS INC | |
| HSYSTEMS HOLDINGS INC | HSYSTEMS HOLDINGS LLC | |
| Summit Partners Credit Fund A-1 LP | Summit Partners Credit Fund A-1 GP LLC |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 19th day of May, 2016.
|
| /s/ Matthias G. Allgaier |
|
| |||
| Matthias G. Allgaier | ||||||
| Kingdom of England | ) | |||||
| ) | ss: | |||||
| City of London | ) | |||||
On this 19th day of May, 2016, before me personally came Matthias G. Allgaier, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ Kelli Flanagan | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 27 day of August, 2008.
|
| /s/ Gregory M. Avis |
|
| |||
| Gregory M. Avis | ||||||
| State of California | ) | |||||
| ) | ss: | |||||
| County of San Mateo | ) | |||||
On this 27 day of August, 2008, before me personally came Gregory M. Avis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ Lisa Franco | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 24 day of October, 2013.
|
| /s/ Darren M. Black |
|
| |||
| Darren M. Black | ||||||
| Commonwealth of Massachusetts | ) | |||||
| ) | ss: | |||||
| County of Suffolk | ) | |||||
On this 24 day of October 2013, before me personally came Darren M. Black, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ Meredith C. Twigg | |
| Notary Public: Meredith Twigg | ||
| My commission expires: 1/19/2018 |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
|
| /s/ John R. Carroll |
|
| |||
| John R. Carroll | ||||||
| Commonwealth of Massachusetts | ) | |||||
| ) | ss: | |||||
| County of Suffolk | ) | |||||
On this 15 day of September, 2008, before me personally came John R. Carroll, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary seal]
|
| /s/ [Notary public] | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
|
| /s/ Peter Y. Chung |
|
| |||
| Peter Y. Chung | ||||||
| State of California | ) | |||||
| ) | ss: | |||||
| County of San Mateo | ) | |||||
On this 18 day of August, 2008, before me personally came Peter Y. Chung, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ Elisa Leonhardt | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5 day of September, 2008.
|
| /s/ Scott C. Collins |
|
| |||
| Scott C. Collins | ||||||
| Kingdom of England | ) | |||||
| ) | ss: | |||||
| City of London | ) | |||||
On this 5th day of September, 2008, before me personally came Scott C. Collins, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ Edward Gardiner | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
|
| /s/ Christopher J. Dean |
|
| |||
| Christopher J. Dean | ||||||
| Commonwealth of Massachusetts | ) | |||||
| ) | ss: | |||||
| County of Suffolk | ) | |||||
On this 15 day of September, 2008, before me personally came Christopher J. Dean, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ [Notary public] | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12 day of September, 2011.
|
| /s/ Mark A. deLaar | |||
| Mark A. deLaar | ||||
| Commonwealth of Massachusetts | ) | |||
| ) ss: | ||||
| Country of Suffolk | ) | |||
On this 12 day of September, 2011, before me personally came Mark A. deLaar, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ [Notary public] | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
|
| /s/ Bruce R. Evans |
| ||
| Bruce R. Evans | ||||
| Commonwealth of Massachusetts | ) | |||
| ) ss: | ||||
| County of Suffolk | ) | |||
On this 15 day of September, 2008, before me personally came Bruce R. Evans, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ [Notary public] | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
|
| /s/ Charles J. Fitzgerald |
|
| |||
| Charles J. Fitzgerald | ||||||
| State of California | ) | |||||
| ) | ss: | |||||
| County of San Mateo | ) | |||||
On this 18 day of August, 2008, before me personally came Charles J. Fitzgerald, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ Elisa Leonhardt | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21 day of August, 2008.
|
| /s/ Craig D. Frances | |||
| Craig D. Frances | ||||
| State of California | ) | |||
| ) ss: | ||||
| County of San Mateo | ) | |||
On this 21 day of August, 2008, before me personally came Craig D. Frances, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
| [Notary Seal] |
|
| /s/ Elisa Leonhardt | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 7th day of September, 2011.
|
| /s/ Gregory S. Goldfarb |
| ||
| Gregory S. Goldfarb | ||||
| Commonwealth of California | ) | |||
| ) ss: | ||||
| County of San Mateo | ) | |||
On this 7 day of September, 2011, before me personally came Gregory S. Goldfarb, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
| [Notary Seal] |
| /s/ Lisa Marie Del Ben | ||
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
|
| /s/ Thomas H. Jennings |
| ||
| Thomas H. Jennings | ||||
| Commonwealth of Massachusetts | ) | |||
| ) ss: | ||||
| County of Suffolk | ) | |||
On this 15 day of September, 2008, before me personally came Thomas H. Jennings, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
| [Notary Seal] |
|
| /s/ [Notary public] | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of December, 2010.
|
| /s/ Joseph J. Kardwell |
| ||
| Joseph J. Kardwell | ||||
| Commonwealth of California | ) | |||
| ) ss: | ||||
| Country of San Mateo | ) | |||
On this 9 day of December, 2010, before me personally came Joseph J. Kardwell, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
| [Notary Seal] |
|
| /s/ Ma Laarni Canoy | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
|
| /s/ Walter G. Kortschak |
| ||
| Walter G. Kortschak | ||||
| State of California | ) | |||
| ) ss: | ||||
| County of San Mateo | ) | |||
On this 18 day of August, 2008, before me personally came Walter G. Kortschak, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
| [Notary Seal] |
|
| /s/ Elisa Leonhardt | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5th day of September, 2008.
|
| /s/ Sotiris T. Lyritzis |
| ||
| Sotiris T. Lyritzis | ||||
| Kingdom of England | ) | |||
| ) ss: | ||||
| City of London | ) | |||
On this 5th day of September, 2008, before me personally came Sotiris T. Lyritzis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
| [Notary Seal] |
|
| /s/ Edward Gardiner | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
|
| /s/ Martin J. Mannion |
| ||
| Martin J. Mannion | ||||
| Commonwealth of Massachusetts | ) | |||
| ) ss: | ||||
| County of Suffolk | ) | |||
On this 15 day of September, 2008, before me personally came Martin J. Mannion, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
| [Notary Seal] |
|
| /s/ [Notary public] | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12 day of August, 2008.
|
| /s/ Harrison B. Miller |
| ||
| Harrison B. Miller | ||||
| State of California | ) | |||
| ) ss: | ||||
| County of San Mateo | ) | |||
On this 12 day of August, 2008, before me personally came Harrison B. Miller, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
| [Notary Seal] |
|
| /s/ Lisa Franco | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
|
| /s/ Kevin P. Mohan |
| ||
| Kevin P. Mohan | ||||
| Commonwealth of Massachusetts | ) | |||
| ) ss: | ||||
| County of Suffolk | ) | |||
On this 15 day of September, 2008, before me personally came Kevin P. Mohan, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
| [Notary Seal] |
|
| /s/ [Notary public] | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
|
| /s/ Thomas S. Roberts |
| ||
| Thomas S. Roberts | ||||
| Commonwealth of Massachusetts | ) | |||
| ) ss: | ||||
| County of Suffolk | ) | |||
On this 15 day of September, 2008, before me personally came Thomas S. Roberts, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ [Notary public] | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21st day of May, 2012.
|
| /s/ Johannes (Han K.) Sikkens |
| ||
| Johannes (Han K.) Sikkens | ||||
| Kingdom of England | ) | |||
| ) ss: | ||||
| City of London | ) | |||
On this 23 day of May, 2012, before me personally came Johannes Kornelis Jan Sikkens, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ J. B. Burgess | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10 day of September, 2008.
|
| /s/ E. Roe Stamps |
| ||
| E. Roe Stamps | ||||
| State of Florida | ) | |||
| ) ss: | ||||
| County of Monroe | ) | |||
On this 10 day of September, 2008, before me personally came E. Roe Stamps, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ Joanne Muniz | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21st day of May, 2012.
|
| /s/ Christian R. Strain |
| ||
| Christian R. Strain | ||||
| Kingdom of England | ) | |||
| ) ss: | ||||
| City of London | ) | |||
On this 23 day of May, 2012, before me personally came Christian Raymond Strain, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ J. B. Burgess | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
|
| /s/ Joseph F. Trustey |
| ||
| Joseph F. Trustey | ||||
| Commonwealth of Massachusetts | ) | |||
| ) ss: | ||||
| County of Suffolk | ) | |||
On this 15 day of September, 2008, before me personally came Joseph F. Trustey, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ [Notary public] | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 7 day of September, 2011.
|
| /s/ Alexander D. Whittemore |
| ||
| Alexander D. Whittemore | ||||
| Commonwealth of Massachusetts | ) | |||
| ) ss: | ||||
| Country of Suffolk | ) | |||
On this 7 day of September, 2011, before me personally came Alexander D. Whittemore, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ [Notary public] | |
| Notary Public |
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
|
| /s/ Stephen G. Woodsum |
| ||
| Stephen G. Woodsum | ||||
| Commonwealth of Massachusetts | ) | |||
| ) ss: | ||||
| Country of Suffolk | ) | |||
On this 15 day of September, 2008, before me personally came Stephen G. Woodsum, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
|
| /s/ [Notary public] | |
| Notary Public |