SEC Form SC 13D/A filed by Cambium Networks Corporation (Amendment)

6/9/21 4:45:25 PM ET

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SC 13D/A 1 brhc10025631_sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Cambium Networks Corporation

(Name of Issuer)

Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

G17766109

(CUSIP Number)

Vector Cambium Holdings (Cayman), L.P.

Vector Capital IV, L.P.

Vector Capital Partners IV, L.P.

Vector Capital, Ltd.

Vector Capital, L.L.C.

c/o Vector Capital Management, L.P.

One Market Street, Steuart Tower, 23rd Floor

San Francisco, CA 94105

Telephone: (415) 293-5000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 7, 2021

(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

CUSIP No. G17766109

SCHEDULE 13D

Page 2 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Vector Cambium Holdings (Cayman), L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			12,904,754

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			12,904,754

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,904,754

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. G17766109

SCHEDULE 13D

Page 3 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Vector Capital IV, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,482,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,482,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,482,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. G17766109

SCHEDULE 13D

Page 4 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Vector Capital Partners IV, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			14,491,754

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			14,491,754

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,491,754

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	55.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, HC

CUSIP No. G17766109

SCHEDULE 13D

Page 5 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Vector Entrepreneur Fund III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			18,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			18,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. G17766109

SCHEDULE 13D

Page 6 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Vector Capital Partners III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			18,000

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			18,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, HC

CUSIP No. G17766109

SCHEDULE 13D

Page 7 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Vector Capital, Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			14,509,754

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			14,509,754

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,509,754

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	55.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

CUSIP No. G17766109

SCHEDULE 13D

Page 8 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Vector Capital, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			14,509,754

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			14,509,754

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,509,754

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	55.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

CUSIP No. G17766109

SCHEDULE 13D

Page 9 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Alexander R. Slusky

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			14,524,754 (1)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			14,524,754 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,524,754 (1)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	55.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

(1) This amount includes 15,000 Shares underlying options awarded to the Reporting Person that are currently exercisable or become exercisable within 60 days and excludes 15,000 Shares underlying options awarded to the Reporting Person that cannot be exercised within 60 days.

CUSIP No. G17766109

SCHEDULE 13D

Page 10 of 11 Pages

Item 1.

SECURITY AND ISSUER

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 8, 2019 (the “Initial Schedule 13D”), as amended by Amendment No. 1, filed with the SEC on February 17, 2021 (together with the Initial Schedule 13D, the ”Schedule 13D”), with respect to the ordinary shares, par value $0.0001 per share (the “Shares”), of Cambium Networks Corporation, a Cayman Islands corporation (the “Company”). The address of the principal executive offices of the Company is 3800 Golf Road, Suite 360, Rolling Meadows, Illinois 60008. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.

Item 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Vector Cambium Holdings (Cayman), L.P. (“VCH”) sold 2,000,000 Shares at a price of $46.08 per Share, net of underwriting fees, in an underwritten registered offering that closed on June 7, 2021.

Item 5.

INTEREST IN THE SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a), (b) The beneficial ownership percentages reported herein are based on 26,298,501 Shares outstanding as of March 31, 2021, as reported in the Company’s prospectus supplement dated June 2, 2021.

The aggregate number of Shares and percentages of Shares beneficially owned by each Reporting Person named in Item 2(a), as well as the number of Shares as to which such Reporting Person is deemed to 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 and shared power to dispose or direct the disposition, is set forth in the following table:

	Number of Shares
				Power to Vote					Power to Dispose
Reporting Person	No. of Shares Beneficially Owned			Sole		Shared			Sole		Shared			Percent of Class
Vector Cambium Holdings (Cayman), L.P.		12,904,754			0		12,904,754			0		12,904,754			49.1	%
Vector Capital IV, L.P.		1,482,000			0		1,482,000			0		1,482,000			5.6	%
Vector Capital Partners IV, L.P.		14,491,754			0		14,491,754			0		14,491,754			55.1	%
Vector Entrepreneur Fund III L.P.		18,000			0		18,000			0		18,000			0.1	%
Vector Capital Partners III, L.P.		18,000			0		18,000			0		18,000			0.1	%
Vector Capital, Ltd.		14,509,754			0		14,509,754			0		14,509,754			55.2	%
Vector Capital, LLC		14,509,754			0		14,509,754			0		14,509,754			55.2	%
Alexander R. Slusky		14,524,754	(1)		0		14,524,754	(1)		0		14,524,754	(1)		55.2	%

(1)

This amount includes 15,000 Shares underlying options awarded to the Mr. Slusky that are currently exercisable or become exercisable within 60 days and excludes 15,000 Shares underlying options awarded to Mr. Slusky that cannot be exercised within 60 days.

(c) Except as set forth in the response to Item 4 of this Amendment No. 2, no transactions in the Shares were effected by the Reporting Persons during the past sixty days.

(d) This Item 5(d) is not applicable.

(e) This Item 5(e) is not applicable.

CUSIP No. G17766109

SCHEDULE 13D

Page 11 of 11 Pages

SIGNATURES

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

Date: June 9, 2021

	VECTOR CAMBIUM HOLDINGS (CAYMAN), L.P.
	By:	VECTOR CAPITAL PARTNERS IV, L.P., its general partner
	By:	VECTOR CAPITAL, LTD., its general partner
	By:	/s/ David Baylor
		Name: David Baylor
		Title: Director

	VECTOR CAPITAL IV, L.P.
	By:	VECTOR CAPITAL PARTNERS IV, L.P., its general partner
	By:	VECTOR CAPITAL, LTD., its general partner
	By:	/s/ David Baylor
		Name: David Baylor
		Title: Director

	VECTOR CAPITAL PARTNERS IV, L.P.
	By:	VECTOR CAPITAL, LTD., its general partner
	By:	/s/ David Baylor
		Name: David Baylor
		Title: Director

	VECTOR ENTREPRENEUR FUND III L.P.
	By:	VECTOR CAPITAL PARTNERS III, L.P., its general partner
	By:	VECTOR CAPITAL, LTD., its general partner
	By:	/s/ David Baylor
		Name: David Baylor
		Title: Director

	VECTOR CAPITAL PARTNERS III, L.P.
	By:	VECTOR CAPITAL, LTD., its general partner
	By:	/s/ David Baylor
		Name: David Baylor
		Title: Director

	VECTOR CAPITAL, LTD.
	By:	/s/ David Baylor
		Name: David Baylor
		Title: Director

	VECTOR CAPITAL, L.L.C.
	By:	/s/ David Baylor
		Name: David Baylor
		Title: Chief Operating Officer


	ALEXANDER R. SLUSKY
	/s/ Alexander R. Slusky

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Date	Price Target	Rating	Analyst
10/5/2023		Outperform → Perform	Oppenheimer
10/5/2023		Mkt Outperform → Mkt Perform	JMP Securities
8/2/2023	$17.00 → $12.00	Neutral → Underweight	JP Morgan
11/15/2022	$29.00 → $26.00	Strong Buy → Outperform	Raymond James
4/14/2022		Outperform → Mkt Perform	Barrington Research
3/4/2022	$38.00 → $25.00	Buy → Hold	Jefferies
2/22/2022	$27.00 → $32.00	Neutral	JP Morgan
2/18/2022	$35.00 → $43.00	Strong Buy	Raymond James

SEC Form SC 13D/A filed by Cambium Networks Corporation (Amendment)

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