AIRV Air Via (MM)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO FULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

(Amendment No. 2)

Airvana, Inc.

(Name of Issuer)

Common Stock, $0.001 per share

(Title of Class of Securities)

00950V101

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

			o Rule 13d-1(b)
			o Rule 13d-1(c)
			þ Rule 13d-1(d)

*     The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		00950V 10 1

¹      This Schedule 13G is filed by Matrix Partners VII, L.P. (“Matrix VII”); Matrix VII Management Co., L.L.C. (“Matrix VII MC”), the general partner of Matrix VII; Matrix Partners VI, L.P. (“Matrix VI”); Matrix VI Parallel Partnership-A, L.P. (“Parallel A”); Matrix VI Parallel Partnership-B, L.P. (“Parallel B”, and collectively, “Matrix VI Entities”); Matrix VI Management Co., L.L.C. (“Matrix VI MC”), the General Partner of each of the Matrix VI Entities and Paul J. Ferri (“Ferri”), a managing member of each of Matrix VII MC and Matrix VI MC (all of the foregoing, collectively with Matrix VI and Parallel A, the “Reporting Persons•). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

²       Represents 5,059,609 shares held by Matrix VII. Matrix VII MC is the general partner of Matrix VII, and Ferri is a managing member of Matrix VII MC. Ferri has sole voting and dispositive power with respect to the Matrix VII shares. The Reporting Persons disclaim beneficial ownership of the Matrix VII shares, except to the extent of their respective pecuniary interests therein.

³       This percentage is calculated based upon 62,909,609 shares of the Issuer’s common stock outstanding as of December 31, 2009.

CUSIP No.		00950V 10 1

⁴       This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

⁵       Represents 5,059,609 shares held by Matrix VII. Matrix VII MC is the general partner of Matrix VII, and Ferri is a managing member of Matrix VII MC. Ferri has sole voting and dispositive power with respect to the Matrix VII shares. The Reporting Persons disclaim beneficial ownership of the Matrix VII shares, except to the extent of their respective pecuniary interests therein.

⁶       This percentage is calculated based upon 62,909,609 shares of the Issuer’s common stock outstanding as of December 31, 2009.

CUSIP No.		00950V 10 1

⁷      This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

⁸      Represents 7,100,218 shares held by Matrix VI. Matrix VI MC is the general partner of Matrix VI, and Ferri is a managing member of Matrix VI MC. Ferri has sole voting and dispositive power with respect to the Matrix VI shares. The Reporting Persons disclaim beneficial ownership of the Matrix VI shares, except to the extent of their respective pecuniary interests therein.

⁹      This percentage is calculated based upon 62,909,609 shares of the Issuer’s common stock outstanding as of December 31, 2009.

CUSIP No.		00950V 10 1

¹⁰      This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

¹¹      Represents 2,368,728 shares held by Parallel A. Matrix VI MC is the general partner of Parallel A, and Ferri is a managing member of Matrix VI MC. Ferri has sole voting and dispositive power with respect to the Parallel A shares. The Reporting Persons disclaim beneficial ownership of the Parallel A shares, except to the extent of their respective pecuniary interests therein.

¹²      This percentage is calculated based upon 62,909,609 shares of the Issuer’s common stock outstanding as of December 31, 2009.

CUSIP No.		00950V 10 1

¹³      This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

¹⁴      Represents 793,814 shares held by Parallel B. Matrix VI MC is the general partner of Parallel B, and Ferri is a managing member of Matrix VI MC. Ferri has sole voting and dispositive power with respect to the Parallel B shares. The Reporting Persons disclaim beneficial ownership of the Parallel B shares, except to the extent of their respective pecuniary interests therein.

¹⁵      This percentage is calculated based upon 62,909,609 shares of the Issuer’s common stock outstanding as of December 31, 2009.

CUSIP No.		00950V 10 1

¹⁶      This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

¹⁷      Includes 7,100,218 shares held by Matrix VI, 2,368,728 shares held by Parallel A, and 793,814 shares held by Parallel B. Matrix VI MC is the general partner of each of the Matrix VI Entities, and Ferri is a managing member of Matrix VI MC. Ferri has sole voting and dispositive power with respect to the Matrix VI Entities shares. The Reporting Persons disclaim beneficial ownership of the Matrix VI Entities shares, except to the extent of their respective pecuniary interests therein.

¹⁸      This percentage is calculated based upon 62,909,609 shares of the Issuer’s common stock outstanding as of December 31, 2009.

CUSIP No.		00950V 10 1

¹⁹      This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

²⁰      Represents 7,100,218 shares held by Matrix VI; 2,368,728 shares held by Parallel A; 793,814 shares held by Parallel B; and 5,059,609 shared held by Matrix VII and the following holdings of Ferri: 1,650 shares of common stock (“Ferri Shares”) and options to purchase 39,852 shares of common stock (exercisable on or within 60 days of the Date of Event of this Schedule 13G filing) (“Ferri Options”). Matrix VI MC is the general partner of each of the Matrix VI Entities, and Ferri is a managing member of Matrix VI MC. Matrix VII MC is the general partner of Matrix VII, and Ferri is a managing member of Matrix VII MC. Ferri has sole voting and dispositive power with respect to the Matrix VI Entities shares and the Matrix VII shares, the Ferri Shares and the Ferri Options. The Reporting Persons disclaims beneficial ownership of the Matrix VI Entities shares and the Matrix VII shares, except to the extent of their pecuniary interests there in.

²¹      This percentage is calculated based upon 62,909,609 shares of the Issuer’s common stock outstanding as of December 31, 2009.

CUSIP No.  00950V 10 1

Item 1(a)		Name of Issuer:
		Airvana, Inc.
Item 1(b)		Address of Issuer’s Principal Executive Offices: 19 Alpha Road Chelmsford, MA 01824
Item 2(a)		Name of Person Filing:
		The reporting persons are:
		Matrix Partners VII, L.P. (“Matrix VII”) Matrix VII Management Co., L.L.C. (“Matrix VII MC”) Matrix Partners VI, L.P. (“Matrix VI”) Matrix VI Parallel Partnership-A, L.P. (“Parallel A”) Matrix VI Parallel Partnership-B, L.P. (“Parallel B”) Matrix VI Management Co., L.L.C. (“Matrix VI MC”) Paul J. Ferri (“Ferri”)
Item 2(b)		Address of Principal Business Office or, if None, Residence: The address of each of the reporting persons is: c/o Matrix Partners 1000 Winter Street, Suite 4500 Waltham, MA 02451
Item 2(c)		Citizenship:
		Matrix VII		Delaware limited partnership
		Matrix VII MC		Delaware limited liability company
		Matrix VI		Delaware limited partnership
		Parallel A		Delaware limited partnership
		Parallel B		Delaware limited partnership
		Matrix VI MC		Delaware limited liability company
		Ferri		US citizen
Item 2(d)		Title of Class of Securities:
		This Schedule 13G report relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Airvana, Inc.
Item 2(e)		CUSIP Number:
		00950V 10 1
Item 3		Description of Person Filing:
		Not applicable.

CUSIP No.  00950V 10 1

Item 4                 Ownership:

	(a)		Amount Beneficially Owned :
			As of December 31, 2009: (i) Matrix VII was the record holder of 5,059,609 shares of Common Stock (the “Matrix VII Shares”); (ii) Matrix VII MC was the record holder of 0 shares of Common Stock (the “Matrix VII MC Shares”); (iii) Matrix VI was the record holder of 7,100,218 shares of Common Stock (the “Matrix VI Shares”); (iv) Parallel A was the record holder of 2,368,728 shares of Common Stock (the “Parallel A Shares”); (v) Parallel B was the record holder of 793,814 shares of Common Stock (the “Parallel B Shares”); (vi) Matrix VI MC was the record holder of 0 shares of Common Stock (the “Matrix VI MC Shares”); and (vii) Ferri was the record holder of 1,650 shares of Common Stock and the holder of options to purchase 39,852 shares of Common Stock which are exercisable on or within 60 days of the Date of Event of this Schedule 13G filing.
			Matrix VII MC, as the general partner of Matrix VII, has sole voting and dispositive power of the Matrix VII Shares.
			Matrix VI MC, as the general partner of Matrix VI, Parallel A and Parallel B, has sole voting and dispositive power of the Matrix VI, Parallel A and Parallel B Shares.
			Ferri, as a managing member of Matrix VII MC and Matrix VI MC, has sole voting and dispositive power of the Matrix VII Shares, and the Matrix VI Shares, Parallel A Shares and Parallel B Shares; respectively. Ferri has sole power to vote and/or dispose of the Ferri Shares and the Ferri Options.
	(b)		Percent of Class :

Matrix VII			8.04	%
Matrix VII MC			8.04	%
Matrix VI			11.29	%
Parallel A			3.77	%
Parallel B			1.26	%
Matrix VI MC			16.31	%
Ferri			24.42	%

(c)

Number of Shares as to which the Person has :

		NUMBER OF SHARES
Reporting Person		(i)				(ii)				(iii)				(iv)
Matrix VII			5,059,609				0				5,059,609				0
Matrix VII MC			5,059,609				0				5,059,609				0
Matrix VI			7,100,218				0				7,100,218				0
Parallel A			2,368,728				0				2,368,728				0
Parallel B			793,814				0				793,814				0
Matrix VI MC			10,262,760				0				10,262,760				0
Ferri			15,363,871				0				15,363,871				0

CUSIP No.  00950V 10 1

Item 5			Ownership of Five Percent or Less of a Class:
			If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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 or Control Person:
			Not applicable.
Item 8			Identification and Classification of Members of the Group:
			Each of the Reporting Persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).
Item 9			Notice of Dissolution of Group:
			Not applicable.
Item 10			Certification:
			Not applicable.
			This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

CUSIP No.  00950V 10 1

SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DATED: February 9, 2010.

Page 12 of 13 pages

CUSIP No.   00950V 10 1  

Exhibit I

JOINT FILING 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 the shares of Common Stock of Airvana, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

     EXECUTED as of this 9 ^th day of February, 2010.

Page 13 of 13 pages

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