Filing Details

Accession Number:
0001193125-18-040165
Form Type:
13G Filing
Publication Date:
2018-02-12 16:24:17
Filed By:
Summit Partners L P
Company:
Casa Systems Inc (NASDAQ:CASA)
Filing Date:
2018-02-12
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 Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Summit Partners 0 38,842,000 0 38,842,000 38,842,000 48.0%
Summit Partners PE VII 0 38,842,000 0 38,842,000 38,842,000 48.0%
Summit Partners PE VII 0 38,842,000 0 38,842,000 38,842,000 48.0%
Summit Partners Private Equity Fund VII-A 0 38,842,000 0 38,842,000 38,842,000 48.0%
Summit Partners Private Equity Fund VII-B 0 38,842,000 0 38,842,000 38,842,000 48.0%
Summit Master Company 0 38,842,000 0 38,842,000 38,842,000 48.0%
Summit Investors Management 0 38,842,000 0 38,842,000 38,842,000 48.0%
Summit Investors I 0 38,842,000 0 38,842,000 38,842,000 48.0%
Summit Investors I (UK) 0 38,842,000 0 38,842,000 38,842,000 48.0%
Peter Y. Chung 0 38,842,000 0 38,842,000 38,842,000 48.0%
Bruce R. Evans 0 38,842,000 0 38,842,000 38,842,000 48.0%
Martin J. Mannion 0 38,842,000 0 38,842,000 38,842,000 48.0%
Filing

 

 

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.     )*

 

 

Casa Systems, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

14713L 10 2

(CUSIP Number)

December 31, 2017

(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. 14713L 10 2    13G    Page 2 of 17 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

WITH

   5     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

PN


CUSIP No. 14713L 10 2    13G    Page 3 of 17 Pages

 

  1    

NAMES OF REPORTING PERSON

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

 

Summit Partners PE VII, 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

WITH

   5     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

OO


CUSIP No. 14713L 10 2    13G    Page 4 of 17 Pages

 

  1    

NAMES OF REPORTING PERSON

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

 

Summit Partners PE VII, 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

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

PN


CUSIP No. 14713L 10 2    13G    Page 5 of 17 Pages

 

  1    

NAMES OF REPORTING PERSON

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

 

Summit Partners Private Equity Fund VII-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

WITH

   5     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

PN


CUSIP No. 14713L 10 2    13G    Page 6 of 17 Pages

 

  1    

NAMES OF REPORTING PERSON

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

 

Summit Partners Private Equity Fund VII-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

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

PN


CUSIP No. 14713L 10 2    13G    Page 7 of 17 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

WITH

   5     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

OO


CUSIP No. 14713L 10 2    13G    Page 8 of 17 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

WITH

   5     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

OO


CUSIP No. 14713L 10 2    13G    Page 9 of 17 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

WITH

   5     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

OO


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

WITH

   5     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

PN


CUSIP No. 14713L 10 2    13G    Page 11 of 17 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

WITH

   5     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

IN


CUSIP No. 14713L 10 2    13G    Page 12 of 17 Pages

 

  1    

NAMES OF REPORTING PERSON

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

 

Bruce R. Evans

  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

WITH

   5     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

IN


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

WITH

   5     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

38,842,000 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

38,842,000 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

38,842,000 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)

 

48.0%

12    

TYPE OF REPORTING PERSON (See Instructions)

 

IN


CUSIP No. 14713L 10 2    13G    Page 14 of 17 Pages

 

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 Schedule 13G 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 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 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    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, 2017, Summit Partners Private Equity Fund VII-A, L.P. was the record owner of 24,208,726 shares of Common Stock. As of December 31, 2017, Summit Partners Private Equity Fund VII-B, L.P. was the record owner of 14,540,155 shares of Common Stock. As of December 31, 2017, Summit Investors I, LLC was the record owner of 82,642 shares of Common Stock. As of December 31, 2017, Summit Investors I (UK), L.P. was the record owner of 10,477 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 38,842,000 shares of Common Stock as of December 31, 2017.

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.: 48.0%

Summit Partners PE VII, LLC: 48.0%

Summit Partners PE VII, L.P.: 48.0%

Summit Partners Private Equity Fund VII-A, L.P.: 48.0%

Summit Partners Private Equity Fund VII-B, L.P.: 48.0%

Summit Master Company, LLC: 48.0%


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

 

Summit Investors Management, LLC: 48.0%

Summit Investors I, LLC: 48.0%

Summit Investors I (UK), L.P.: 48.0%

Peter Y. Chung: 48.0%

Bruce R. Evans: 48%

Martin J. Mannion: 48.0%

The foregoing percentages are calculated using 80,997,475 shares of Common Stock outstanding following Casa System, Inc.s initial public offering including 900,000 shares of Common Stock issued at the closing of such offering in connection with the exercise of the underwriters overallotment option. These numbers are disclosed in Casa Systems, Inc.s prospectus dated December 14, 2017 filed with the Securities and Exchange Commission on December 15, 2017.

 

  (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.: 38,842,000

Summit Partners PE VII, LLC: 38,842,000

Summit Partners PE VII, L.P. 38,842,000

Summit Partners Private Equity Fund VII-A, L.P.: 38,842,000

Summit Partners Private Equity Fund VII-B, L.P.: 38,842,000

Summit Master Company, LLC: 38,842,000

Summit Investors Management, LLC: 38,842,000

Summit Investors I, LLC: 38,842,000

Summit Investors I (UK), L.P.: 38,842,000

Peter Y. Chung: 38,842,000

Bruce R. Evans: 38,842,000

Martin J. Mannion: 38,842,000

 

  (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.: 38,842,000

Summit Partners PE VII, LLC: 38,842,000

Summit Partners PE VII, L.P. 38,842,000

Summit Partners Private Equity Fund VII-A, L.P.: 38,842,000

Summit Partners Private Equity Fund VII-B, L.P.: 38,842,000

Summit Master Company, LLC: 38,842,000

Summit Investors Management, LLC: 38,842,000

Summit Investors I, LLC: 38,842,000

Summit Investors I (UK), L.P.: 38,842,000

Peter Y. Chung: 38,842,000

Bruce R. Evans: 38,842,000

Martin J. Mannion: 38,842,000

 

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.


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

 

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 12, 2018.

 

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 attached hereto as Exhibit 2.

EXHIBIT INDEX

 

Exhibit

No.

    
1    Joint Filing Agreement, dated as of February 12, 2018.
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 12th day of February 2018.

 

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 attached hereto 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:
  County 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:
  County 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:
  County 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:
  County 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