- Statement of Beneficial Ownership (SC 13D)
14 Janvier 2010 - 11:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
AIRVANA, INC.
(
Name of Issuer
)
Common Stock, Par Value $0.001 Per Share
(
Title of Class of Securities
)
00950V101
(
CUSIP Number
)
Peter C. Anastos
c/o Airvana, Inc.
19 Alpha Road
Chelmsford, Massachusetts 01824
(978) 250-3000
(
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
)
January 4, 2010
(
Date of Event which Requires Filing of this Statement
)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
NOTE: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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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NAME OF REPORTING PERSON:
SPARTA GROUP MA LLC SERIES 5
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
27-1035770
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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-0- shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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8,598,069 shares
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0- shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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8,598,069 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,598,069 shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.7%
1
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14
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TYPE OF REPORTING PERSON
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OO
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1
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Based on 62,583,295 shares of common stock outstanding as of
October 30, 2009, as reported by Airvana, Inc. in its Form 10-Q for
the quarterly period ended September 27, 2009.
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2
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1
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NAME OF REPORTING PERSON:
GURURAJ DESHPANDE
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Mr. Deshpande is a citizen of the United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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-0- shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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8,598,069 shares
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0- shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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8,598,069 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
8,598,069 shares
|
|
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.7%
2
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14
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TYPE OF REPORTING PERSON
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IN
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2
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Based on 62,583,295 shares of common stock outstanding as of
October 30, 2009, as reported by Airvana, Inc. in its Form 10-Q for
the quarterly period ended September 27, 2009.
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3
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1
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NAME OF REPORTING PERSON:
JAISHREE DESHPANDE
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Mrs. Deshpande is a citizen of the United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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-0- shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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8,598,069 shares
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0- shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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8,598,069 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,598,069 shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.7%
3
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14
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TYPE OF REPORTING PERSON
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IN
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3
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Based on 62,583,295 shares of common stock outstanding as of
October 30, 2009, as reported by Airvana, Inc. in its Form 10-Q for
the quarterly period ended September 27, 2009.
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4
TABLE OF CONTENTS
Item 1. Security and Issuer
This Schedule 13D report relates to the shares of common stock, par value $0.001 per share
(the Common Stock), of Airvana, Inc., a Delaware corporation with its principal executive offices
located at 19 Alpha Road, Chelmsford, MA 01824 (the Company).
Item 2. Identity and Background
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a)
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The Reporting Persons are the Sparta Group MA LLC
Series 5 (the Sparta Series 5), Mr.
Gururaj Deshpande and Mrs. Jaishree Deshpande.
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b)
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The business or residence address of each of the Reporting Persons is set forth
in Schedule I hereto and is incorporated by reference herein.
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c)
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The present principal occupation and related information concerning each
Reporting Person is set forth in Schedule I and is incorporated by reference herein.
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d)
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None of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five years.
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e)
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None of the Reporting Persons has, during the last five years been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and, as
a result of such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
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f)
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Sparta Series 5 is a separate series of Sparta Group MA LLC,
a Delaware limited
liability company (the LLC). Mr. Deshpande and Mrs. Deshpande are both citizens of the United
States of America.
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Item 3.
Source and Amount of Funds or Other Consideration
On
January 4, 2010, Mr. Deshpande, the Unicorn Trust III, the
Unicorn Trust V, the Gururaj
Deshpande Grantor Retained Annuity Trust and the Deshpande Irrevocable Trust transferred 1,563,772 shares, 993,677 shares, 517,464 shares, 2,935,011 shares and
2,588,145 shares, respectively, of Common Stock (collectively, the Acquired
Shares) to Sparta Series 5 (the
Transactions) in exchange for Sparta Series 5 membership
interests.
Item 4. Purpose of Transaction
The information set forth under Item 3 hereof is incorporated herein by reference.
The Transactions were entered into to facilitate the investment and
estate planning objectives of Mr. Deshpande and his spouse,
Mrs. Deshpande. Except as stated in this report, the Reporting
Persons currently do not have any plans or proposals
which relate to or would result in any of the events enumerated in (a)-(j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
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a)
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Mr. and Mrs. Deshpande are Managers of the LLC and as a
result, the Reporting Persons have shared power to
dispose or to direct the disposition of the Acquired Shares held of
record by Sparta Series 5, and thus may be deemed to be the beneficial
owners of the Acquired Shares, which represent approximately 13.7% of the
Common Stock outstanding based upon 62,583,295 shares of Common Stock outstanding as
of October 30, 2009. Each Reporting Person disclaims membership in any group (as such
term is used in Section 13(d) of the Securities Exchange
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5
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Act of 1934, as amended, and
the rules promulgated thereunder) with any other Reporting Person in respect of the
Common Stock.
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b)
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Item 5(a) hereof is incorporated herein by reference.
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c)
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The Transactions constitute the only transactions by the Reporting Persons with
respect to the Common Stock effected during the past sixty days.
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d)
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To the best knowledge of the Reporting Persons, no person other than each of the
Reporting Persons has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by
each of the respective Reporting Persons.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
None.
Item 7. Material to Be filed as Exhibits
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Exhibit A
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Joint Filing Agreement Pursuant to Rule 13d-1(k)
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Exhibit B
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Power of Attorney of
Mr. Deshpande, in his individual capacity,
appointing Servjeet S. Bhachu as Attorney-in-Fact
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Exhibit C
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Power of Attorney of
Mr. Deshpande, in his capacity as Manager of Sparta Series 5, appointing Servjeet
S. Bhachu as Attorney-in-Fact
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Exhibit D
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Power of Attorney of
Mrs. Deshpande, in her individual capacity and in her capacity
as Manager of Sparta Series 5, appointing Servjeet
S. Bhachu as Attorney-in-Fact
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6
SCHEDULE I
Residence or business address and present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which such employment is
conducted for each of the Reporting Persons:
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Principal Occupation or Employment/
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Principal Business and Address in
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Name
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Residence or Business Address
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which such employment is conducted
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Sparta Group MA LLC Series 5
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c/o Sparta Group MA LLC
92 Montvale Avenue
Suite 2500
Stoneham, MA 02180
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Facilitating the
investment and estate planning
objectives of Mr. Deshpande and
his spouse, Mrs. Deshpande.
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Gururaj Deshpande
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c/o Sparta Group MA LLC
92 Montvale Avenue
Suite 2500
Stoneham, MA 02180
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Director of Airvana, Inc.
19 Alpha Road
Chelmsford, MA 01824
Manager and President
Sparta Group MA LLC
92 Montvale Avenue
Suite 2500
Stoneham, MA 02180
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Jaishree Deshpande
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c/o Sparta Group MA LLC
92 Montvale Avenue
Suite 2500
Stoneham, MA 02180
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Manager and Treasurer
Sparta Group MA LLC
92 Montvale Avenue
Suite 2500
Stoneham, MA 02180
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7
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and correct.
Date: January 14, 2010
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/s/ Gururaj Deshpande *
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Gururaj Deshpande, in his capacity as Manager of Sparta Group MA LLC Series 5
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/s/ Gururaj Deshpande *
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Gururaj Deshpande
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/s/ Jaishree Deshpande *
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Jaishree Deshpande
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*By
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/s/ Servjeet S. Bhachu
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Servjeet S. Bhachu
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Attorney-in-Fact
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*
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Mr. Servjeet S. Bhachu is signing as attorney in fact pursuant to powers of attorney dated
January 13, 2010 granted by each Reporting Person, copies of which are filed as exhibits
hereto.
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8
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