Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cisco Systems International B.V.
  2. Issuer Name and Ticker or Trading Symbol
MAVENIR SYSTEMS INC [MVNR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
HAARLERBERGPARK, HAARLERBERGWEG 13-19
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2013
(Street)

AMSTERDAM, P7 1101CH
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/13/2013   C   898,284 A (1) 898,284 D (4)  
Common Stock 11/13/2013   C   136,885 A (2) 1,035,169 D (4)  
Common Stock 11/13/2013   C   100,776 A (3) 1,135,945 D (4)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock (1) 11/13/2013   C     6,287,989   (1)   (1) Common Stock 898,284 (1) (1) 0 D (4)  
Series D Preferred Stock (2) 11/13/2013   C     958,195   (2)   (2) Common Stock 136,885 (2) (2) 0 D (4)  
Series E Preferred Stock (3) 11/13/2013   C     705,436   (3)   (3) Common Stock 100,776 (3) (3) 0 D (4)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cisco Systems International B.V.
HAARLERBERGPARK
HAARLERBERGWEG 13-19
AMSTERDAM, P7 1101CH
    X    
CISCO SYSTEMS, INC.
170 WEST TASMAN DR
SAN JOSE, CA 95134-1706
    X    

Signatures

 CISCO SYSTEMS INTERNATIONAL B.V. By: /s/ Evan Sloves, Attorney-in-Fact   11/15/2013
**Signature of Reporting Person Date

 CISCO SYSTEMS, INC. By: /s/ Evan Sloves, Assistant Secretary   11/15/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On November 13, 2013, each share of Series C Preferred Stock automatically converted into one-seventh of one share of Issuer's Common Stock for no additional consideration, after giving effect to a 1-for-7 reverse stock split effected by the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series C Preferred Stock had no expiration date.
(2) On November 13, 2013, each share of Series D Preferred Stock automatically converted into one-seventh of one share of Issuer's Common Stock for no additional consideration, after giving effect to 1-for-7 reverse stock split effected by the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series D Preferred Stock had no expiration date.
(3) On November 13, 2013, each share of Series E Preferred Stock automatically converted into one-seventh of one share of Issuer's Common Stock for no additional consideration, after giving effect to a 1-for-7 reverse stock split effected by the Issuer immediately prior to the closing of the Issuer's initial public offering of Common Stock. The Series E Preferred Stock had no expiration date.
(4) Cisco Systems International B.V. (Cisco International B.V.) directly beneficially owns the reported securities. Cisco Systems, Inc. (Cisco) indirectly owns 100% of the outstanding securities of Cisco International B.V. and as such may be deemed to be an indirect beneficial owner of the reported securities. Except to the extent of any indirect pecuniary interest therein, Cisco disclaims beneficial ownership of the securities beneficially owned by Cisco International B.V.
 
Remarks:
Following the closing of the Issuer's initial public offering, the Reporting Persons estimate that the securities reported herein will represent beneficial ownership of the Issuer of approximately 8.7%, as indicated in the Issuer's registration statement on Form S-1 (No. 333-191563).

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