Form SC 13D/A VMWARE, INC. Filed by: Cisco Systems International B.V.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

VMware, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

928563402

(CUSIP Number)

 

Ulrika Carlsson Managing Director Cisco Systems International B.V. Haarlerbergpark Haarlerbergweg 13-19 1101 CH Amsterdam The Netherlands 31 (0)20 357 1000		Kelly A. Kramer Executive Vice President and Chief Financial Officer Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134 (408) 526-4000
Copies to:   Daniel J. Winnike, Esq. Fenwick & West LLP 801 California Street Mountain View, CA 94041 (650) 988-8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 24, 2013 (Voluntary Filing)

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨

 

*	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 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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SCHEDULE 13D

 

CUSIP No. 928563402		Page 1 of 9 Pages

 

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Cisco Systems International B.V. (“CSIBV”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   None
				8		SHARED VOTING POWER   5,325,000 (1)
				9		SOLE DISPOSITIVE POWER   None
				10		SHARED DISPOSITIVE POWER   5,325,000 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,325,000 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.30%*
14		TYPE OF REPORTING PERSON (See Instructions)   CO

 

(1)	Shared with the other Reporting Persons (defined below) solely by virtue of the fact that CSIBV is a direct wholly owned subsidiary of Cisco Systems Netherlands Holdings B.V. and an indirect wholly owned subsidiary of each other Reporting Person.

*	Based on 123,862,844 shares of Class A Common Stock issued and outstanding on April 28, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2015.

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SCHEDULE 13D

 

CUSIP No. 928563402		Page 2 of 9 Pages

 

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Cisco Systems Netherlands Holdings B.V. (“CSNHBV”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   None
				8		SHARED VOTING POWER   5,325,000 (1)
				9		SOLE DISPOSITIVE POWER   None
				10		SHARED DISPOSITIVE POWER   5,325,000 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,325,000 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.30%*
14		TYPE OF REPORTING PERSON (See Instructions)   CO

 

(1)

Shared with the other Reporting Persons (defined below) solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNHBV and an indirect wholly owned subsidiary of each other Reporting Person. CSNHBV disclaims beneficial ownership of the shares pursuant to Rule 13d-4.

*	Based on 123,862,844 shares of Class A Common Stock issued and outstanding on April 28, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2015.

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SCHEDULE 13D

 

CUSIP No. 928563402		Page 3 of 9 Pages

 

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Cisco Systems International S.a.r.l. (“CSIS”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   None
				8		SHARED VOTING POWER   5,325,000 (1)
				9		SOLE DISPOSITIVE POWER   None
				10		SHARED DISPOSITIVE POWER   5,325,000 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,325,000 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.30%*
14		TYPE OF REPORTING PERSON (See Instructions)   CO

 

(1)

Shared with the other Reporting Persons (defined below) solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNHBV and an indirect wholly owned subsidiary of each other Reporting Person. CSIS disclaims beneficial ownership of the shares pursuant to 13d-4.

*	Based on 123,862,844 shares of Class A Common Stock issued and outstanding on April 28, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2015.

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SCHEDULE 13D

 

CUSIP No. 928563402		Page 4 of 9 Pages

 

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Cisco Systems Global Holdings Ltd. (“CSGHL”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   None
				8		SHARED VOTING POWER   5,325,000 (1)
				9		SOLE DISPOSITIVE POWER   None
				10		SHARED DISPOSITIVE POWER   5,325,000 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,325,000 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.30%*
14		TYPE OF REPORTING PERSON (See Instructions)   CO

 

(1)

Shared with the other Reporting Persons (defined below) solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNHBV and an indirect wholly owned subsidiary of each other Reporting Person. CSGHL disclaims beneficial ownership of the shares pursuant to Rule 13d-4.

*	Based on 123,862,844 shares of Class A Common Stock issued and outstanding on April 28, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2015.

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SCHEDULE 13D

 

CUSIP No. 928563402		Page 5 of 9 Pages

 

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Cisco Worldwide Holdings Ltd. (“CWHL”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   None
				8		SHARED VOTING POWER   5,325,000 (1)
				9		SOLE DISPOSITIVE POWER   None
				10		SHARED DISPOSITIVE POWER   5,325,000 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,325,000 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.30%*
14		TYPE OF REPORTING PERSON (See Instructions)   CO

 

(1)

Shared with the other Reporting Persons (defined below) solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNHBV and an indirect wholly owned subsidiary of each other Reporting Person. CWHL disclaims beneficial ownership of the shares pursuant to Rule 13d-4.

*	Based on 123,862,844 shares of Class A Common Stock issued and outstanding on April 28, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2015.

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SCHEDULE 13D

 

CUSIP No. 928563402		Page 6 of 9 Pages

 

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Cisco Technology, Inc. (“CTI”), I.R.S. Identification No. 77-0462351
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   State of California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   None
				8		SHARED VOTING POWER   5,325,000 (1)
				9		SOLE DISPOSITIVE POWER   None
				10		SHARED DISPOSITIVE POWER   5,325,000 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,325,000 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.30%*
14		TYPE OF REPORTING PERSON (See Instructions)   CO

 

(1)

Shared with the other Reporting Persons (defined below) solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNHBV and an indirect wholly owned subsidiary of each other Reporting Person. CTI disclaims beneficial ownership of the shares pursuant to Rule 13d-4.

*	Based on 123,862,844 shares of Class A Common Stock issued and outstanding on April 28, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2015.

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SCHEDULE 13D

 

CUSIP No. 928563402		Page 7 of 9 Pages

 

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Cisco Systems, Inc. (“Cisco”), I.R.S. Identification No. 77-0059951
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨        (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   State of California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   None
				8		SHARED VOTING POWER   5,325,000 (1)
				9		SOLE DISPOSITIVE POWER   None
				10		SHARED DISPOSITIVE POWER   5,325,000 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,325,000 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.30%*
14		TYPE OF REPORTING PERSON (See Instructions)   CO

 

(1)

Shared with the other Reporting Persons (defined below) solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNHBV and an indirect wholly owned subsidiary of each other Reporting Person. Cisco disclaims beneficial ownership of the shares pursuant to Rule 13d-4.

*	Based on 123,862,844 shares of Class A Common Stock issued and outstanding on April 28, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2015.

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SCHEDULE 13D

 

CUSIP No. 928563402				Page 8 of 9 Pages

 

Introduction

This Amendment No. 2 to Schedule 13D (the “Amendment No. 2”) is a voluntary filing on behalf of the entities (the “Reporting Persons”) identified in the statement on Schedule 13D (the “Original Statement”) filed by the Reporting Persons on October 16, 2007 with respect to the shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of VMware, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 3401 Hillview Avenue, Palo Alto, CA 94304. This Amendment No. 2 amends and supplements the Original Statement, as amended by Amendment No. 1 to the Original Statement, which was filed by the Reporting Persons on November 29, 2007. In addition to the Items specifically amended and supplemented hereby, each other Item of the Original Statement to which the information set forth below is relevant is also amended and supplemented hereby. Except as set forth herein, to the knowledge of the Reporting Persons, there has been no material change in the information set forth in the Original Statement, as amended. Capitalized terms used without definition in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D originally filed.

Item 5.

(a)— (b)

The information set forth under this Item is hereby amended by adding the following to the end thereof:

From January 2015 through June 2015, the Reporting Persons sold on the open market a total of 1,175,000 shares of Common Stock, an amount equal to less than one percent of the outstanding shares of Common Stock. As of the date of the filing of this Amendment No. 2, after giving effect to such sales, the Reporting Persons beneficially own 5,325,000 shares of Common Stock and have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of 5,325,000 shares of Common Stock.

From November 2007 through October 2013, the Issuer gradually increased the number of shares of its outstanding Common Stock during such period and, as a result, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock as of October 24, 2013, based upon (i) the Reporting Persons having held 6,500,000 shares of Common Stock as of October 24, 2013, and (ii) the Issuer having had 130,366,009 shares of Common Stock outstanding as of October 24, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013.

 

(c)

None of the persons identified in Item 2 of this Schedule 13D has engaged in any transaction in shares of Common Stock, or securities convertible for shares of Common Stock, during the period commencing sixty (60) days prior to June 30, 2015.

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SCHEDULE 13D

 

CUSIP No. 928563402				Page 9 of 9 Pages

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit		Title
A		Joint Filing Agreement dated June 30, 2015 by and among the Reporting Persons
B		Power of Attorney Executed by Cisco Systems International B.V. dated October 31, 2013.
C		Power of Attorney Executed by Cisco Systems Netherlands Holdings B.V. dated April 8, 2014.
D		Power of Attorney Executed by Cisco Systems International SARL dated April 10, 2014.
E		Power of Attorney Executed by Cisco Systems Global Holdings Ltd. dated April 10, 2014.
F		Power of Attorney Executed by Cisco Worldwide Holdings Ltd. dated April 10, 2014.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 30, 2015				CISCO SYSTEMS INTERNATIONAL B.V.
				By:		/s/ Evan Sloves
				Name:		Evan Sloves
				Title:		Attorney in Fact*
Dated: June 30, 2015				CISCO SYSTEMS NETHERLANDS HOLDINGS B.V.
				By:		/s/ Evan Sloves
				Name:		Evan Sloves
				Title:		Attorney in Fact**
Dated: June 30, 2015				CISCO SYSTEMS INTERNATIONAL SARL
				By:		/s/ Evan Sloves
				Name:		Evan Sloves
				Title:		Attorney in Fact***
Dated: June 30, 2015				CISCO SYSTEMS GLOBAL HOLDINGS LTD.
				By:		/s/ Evan Sloves
				Name:		Evan Sloves
				Title:		Attorney in Fact****
Dated: June 30, 2015				CISCO WORLDWIDE HOLDINGS LTD.
				By:		/s/ Evan Sloves
				Name:		Evan Sloves
				Title:		Attorney in Fact*****
Dated: June 30, 2015				CISCO TECHNOLOGY, INC.
				By:		/s/ Evan Sloves
				Name:		Evan Sloves
				Title:		Chief Executive Officer, President, and Secretary

 

*	Signed pursuant to Power of Attorney dated October 31, 2013, included as Exhibit B to this Schedule 13D.

**	Signed pursuant to Power of Attorney dated April 8, 2014, included as Exhibit C to this Schedule 13D.

***	Signed pursuant to Power of Attorney dated April 10, 2014, included as Exhibit D to this Schedule 13D.

****	Signed pursuant to Power of Attorney dated April 10, 2014, included as Exhibit E to this Schedule 13D.

*****

Signed pursuant to Power of Attorney dated April 10, 2014, included as Exhibit F to this Schedule 13D.

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Dated: June 30, 2015				CISCO SYSTEMS, INC.
				By:		/s/ Kelly A. Kramer
				Name:		Kelly A. Kramer
				Title:		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit		Title
A		Joint Filing Agreement dated June 30, 2015 by and among the Reporting Persons
B		Power of Attorney Executed by Cisco Systems International B.V. dated October 31, 2013.
C		Power of Attorney Executed by Cisco Systems Netherlands Holdings B.V. dated April 8, 2014.
D		Power of Attorney Executed by Cisco Systems International SARL dated April 10, 2014.
E		Power of Attorney Executed by Cisco Systems Global Holdings Ltd. dated April 10, 2014.
F		Power of Attorney Executed by Cisco Worldwide Holdings Ltd. dated April 10, 2014.

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of Amendment No. 2 to the attached statement on Schedule 13D and to all amendments to such statement.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement on June 30, 2015.

 

CISCO SYSTEMS INTERNATIONAL B.V.
By:		/s/ Evan Sloves
		Evan Sloves
		Attorney in Fact*
CISCO SYSTEMS NETHERLANDS HOLDINGS B.V.
By:		/s/ Evan Sloves
		Evan Sloves
		Attorney in Fact**
CISCO SYSTEMS INTERNATIONAL SARL
By:		/s/ Evan Sloves
		Evan Sloves***
		Attorney in Fact
CISCO SYSTEMS GLOBAL HOLDINGS LTD.
By:		/s/ Evan Sloves
		Evan Sloves
		Attorney in Fact****
CISCO WORLDWIDE HOLDINGS LTD.
By:		/s/ Evan Sloves
		Evan Sloves
		Attorney in Fact*****
CISCO TECHNOLOGY, INC.
By:		/s/ Evan Sloves
		Evan Sloves
		President

 

*	Signed pursuant to Power of Attorney dated October 31, 2013, included as Exhibit B to this Schedule 13D.

**	Signed pursuant to Power of Attorney dated April 8, 2014, included as Exhibit C to this Schedule 13D.

***	Signed pursuant to Power of Attorney dated April 10, 2014, included as Exhibit D to this Schedule 13D.

****	Signed pursuant to Power of Attorney dated April 10, 2014, included as Exhibit E to this Schedule 13D.

*****

Signed pursuant to Power of Attorney dated April 10, 2014, included as Exhibit F to this Schedule 13D.

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CISCO SYSTEMS, INC.
By:		/s/ Kelly A. Kramer
		Kelly A. Kramer
		Executive Vice President and Chief Financial Officer

Exhibit B

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Cisco Systems International B.V., a company formed under the laws of the Netherlands, having its registered office at Haarlerbergpark, Haarlerbergweg 13-19, 1101 CH, Amsterdam, Netherlands, hereby constitutes and appoints Prat Bhatt, Roger Biscay, Mark Gorman and Evan Sloves, and each of them, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, any and all Form ID, or Form 3, 4 or 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Act”), and any and all Schedule 13D, Form 13F or Schedule 13G documents required to be filed by the undersigned in accordance with Sections 13(d), 13(f) and 13(g) of the Act;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5 reports, or Schedule 13D, Form 13F or Schedule 13G documents, and timely file such reports or schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports, or Schedule 13D, Form 13F or Schedule 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of October, 2013.

 

Exhibit C

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Cisco Systems Netherlands Holdings B.V., a company formed under the laws of the Netherlands, having its registered office at Haarlerbergpark, Haarlerbergweg 13-19, 1101 CH, Amsterdam, Netherlands, hereby constitutes and appoints Prat Bhatt, Roger Biscay, Mark Gorman and Evan Sloves, and each of them, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, any and all Form ID, or Form 3, 4 or 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Act”), and any and all Schedule 13D, Form 13F or Schedule 13G documents required to be filed by the undersigned in accordance with Sections 13(d), 13(f) and 13(g) of the Act;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5 reports, or Schedule 13D, Form 13F or Schedule 13G documents, and timely file such reports or schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports, or Schedule 13D, Form 13F or Schedule 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of April, 2014.

 

Exhibit D

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Cisco Systems International SARL, a company formed under the laws of the Switzerland, having its registered office at Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland, hereby constitutes and appoints Prat Bhatt, Roger Biscay, Mark Gorman and Evan Sloves, and each of them, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, any and all Form ID, or Form 3, 4 or 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Act”), and any and all Schedule 13D, Form 13F or Schedule 13G documents required to be filed by the undersigned in accordance with Sections 13(d), 13(f) and 13(g) of the Act;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5 reports, or Schedule 13D, Form 13F or Schedule 13G documents, and timely file such reports or schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports, or Schedule 13D, Form 13F or Schedule 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of April, 2014.

 

Exhibit E

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Cisco Systems Global Holdings Ltd., a company formed under the laws of the Bermuda, having its registered office at Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland, hereby constitutes and appoints Prat Bhatt, Roger Biscay, Mark Gorman and Evan Sloves, and each of them, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, any and all Form ID, or Form 3, 4 or 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Act”), and any and all Schedule 13D, Form 13F or Schedule 13G documents required to be filed by the undersigned in accordance with Sections 13(d), 13(f) and 13(g) of the Act;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5 reports, or Schedule 13D, Form 13F or Schedule 13G documents, and timely file such reports or schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports, or Schedule 13D, Form 13F or Schedule 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of April, 2014.

 

Exhibit F

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Cisco Worldwide Holdings Ltd., a company formed under the laws of the Bermuda, having its registered office at Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland, hereby constitutes and appoints Prat Bhatt, Roger Biscay, Mark Gorman and Evan Sloves, and each of them, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, any and all Form ID, or Form 3, 4 or 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Act”), and any and all Schedule 13D, Form 13F or Schedule 13G documents required to be filed by the undersigned in accordance with Sections 13(d), 13(f) and 13(g) of the Act;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5 reports, or Schedule 13D, Form 13F or Schedule 13G documents, and timely file such reports or schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports, or Schedule 13D, Form 13F or Schedule 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of April, 2014.

 

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