SEC Filing | Cambium Networks

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ryan Ronald G

(Last)

(First)

(Middle)

C/O CAMBIUM NETWORKS, INC.

3800 GOLF ROAD, SUITE 360

(Street)

ROLLING MEADOWS

60008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cambium Networks Corp [ CMBM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP, Gbl Channel Mgmt

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	06/28/2019		C⁽²⁾		3,061	A	⁽²⁾	3,061	D
Ordinary Shares	06/28/2019		C⁽²⁾		8,802	A	⁽²⁾	11,863	D
Ordinary Shares	06/28/2019		C⁽²⁾		4,566⁽⁸⁾	A	⁽²⁾	16,429	D
Ordinary Shares	06/28/2019		C⁽²⁾		6,308⁽⁹⁾	A	⁽²⁾	22,737	D
Ordinary Shares	06/28/2019		C⁽²⁾		738⁽¹⁰⁾	A	⁽²⁾	23,475	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Units⁽¹⁾	⁽²⁾	06/28/2019		C⁽²⁾			22,500	⁽³⁾	⁽¹¹⁾	Ordinary Shares	3,061⁽¹³⁾	$0	0	D
Class B Units⁽¹⁾	⁽²⁾	06/28/2019		C⁽²⁾			50,000	⁽⁴⁾	⁽¹¹⁾	Ordinary Shares	8,802	$0	0	D
Class B Units⁽¹⁾	⁽²⁾	06/28/2019		C⁽²⁾			27,500	⁽⁵⁾	⁽¹¹⁾	Ordinary Shares	4,566	$0	0	D
Class B Units⁽¹⁾	⁽²⁾	06/28/2019		C⁽²⁾			40,000	⁽⁶⁾	⁽¹¹⁾	Ordinary Shares	6,308	$0	0	D
Class B Units⁽¹⁾	⁽²⁾	06/28/2019		C⁽²⁾			20,000	⁽⁷⁾	⁽¹¹⁾	Ordinary Shares	738⁽¹³⁾	$0	0	D
Stock Option (right to buy)	$12	06/28/2019		A		50,000		⁽¹²⁾	06/23/2029	Ordinary Shares	50,000	$0	50,000	D

Explanation of Responses:

1. Represents Class B Units of Vector Cambium Holdings (Cayman), LP ("VCH"), the issuer's parent.

2. In connection with the issuer's Recapitalization (as described in the issuer's prospectus dated June 25, 2019) and upon consummation of the issuer's initial public offering, the reporting person's Class B Units were exchanged for Ordinary Shares of the issuer, on a value-for-value basis, based on the initial public offering price of $12.

3. These Class B Units vested as follows: 25% vested on April 1, 2014, and the remaining 75% vested in 36 substantially equal monthly installments thereafter, subject to reporting person's continuous service as of each vesting date.

4. These Class B Units vested as follows: 25% vested on April 11, 2015, and the remaining 75% vested in 36 substantially equal monthly installments thereafter, subject to reporting person's continuous service as of each vesting date.

5. These Class B Units vest as follows: 25% vested on November 1, 2016, and the remaining 75% vest in 36 substantially equal monthly installments thereafter, subject to reporting person's continuous service as of each vesting date.

6. One-half of these Class B Units vest as follows: 25% vested on April 13, 2017, and the remaining 75% vest in 36 substantially equal monthly installments thereafter, subject to reporting person's continuous service as of each vesting date. The remaining half of these Class B Units vest upon completion of the issuer's Recapitalization and consummation of the issuer's initial public offering.

7. One-half of these Class B Units vest as follows: 25% vested on February 13, 2018, and the remaining 75% vest in 36 substantially equal monthly installments thereafter, subject to reporting person's continuous service as of each vesting date. The remaining half of these Class B Units vest upon completion of the issuer's Recapitalization and consummation of the issuer's initial public offering.

8. To the extent not satisfied as of the issuer's initial public offering, these Ordinary Shares are subject to the same time-based vesting conditions as the related Class B Units, described in footnote 5 of this Form 4.

9. To the extent not satisfied as of the issuer's initial public offering, these Ordinary Shares are subject to the same time-based vesting conditions as the related Class B Units, described in footnote 6 of this Form 4.

10. To the extent not satisfied as of the issuer's initial public offering, these Ordinary Shares are subject to the same time-based vesting conditions as the related Class B Units, described in footnote 7 of this Form 4.

11. These Class B Units have no expiration date.

12. This option vests as follows: 25% vested on February 6, 2019, and the remaining 75% vests in 12 equal quarterly installments on a quarterly basis thereafter, subject to reporting person's continued service as of each vesting date.

13. These figures were inadvertently rounded down in the reporting person's Form 3, filed June 25, 2019, and have been corrected herein, for an aggregate change of 3 Ordinary Shares.

	/s/ Sally Rau, attorney-in-fact	06/28/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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