Sec Form 13G Filing - PACVEN WALDEN VENTURES V LP filing for AMBARELLA, INC (AMBA) - 2014-02-14

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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).

(1)         This Schedule 13G is filed by Pacven Walden Ventures V, L.P. (“Pacven V”), Pacven Walden Ventures Parallel V-A C.V. (“Pacven Parallel V-A”), Pacven Walden Ventures Parallel V-B C.V. (“Pacven Parallel V-B”), Pacven Walden Ventures V Associates Fund, L.P. (“Pacven Associates V”), Pacven Walden Ventures V-QP Associates Fund, L.P. (“Pacven Associates V-QP”), Lip-Bu Tan (“Tan”), Andrew Kau (“Kau”), Hock Voon Loo (“Loo”), and Brian Chiang (“Chiang” and together with Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V, Pacven Associates V-QP, Tan, Kau, Loo and Chiang, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares are held by Pacven V.  Pacven Walden Management V Co. Ltd. (“Pacven Mgmnt V”) is the general partner of Pacven V.  Lip-Bu Tan is the sole director of Pacven Walden Management V Co. Ltd. and he shares voting and dispositive power of the shares held by Pacven V and Affiliated Funds with other members of the investment committee, who are Hock Voon Loo, Brian Chiang, and Andrew Kau.  Pacven Mgmnt V and the Reporting Persons disclaims beneficial ownership of the shares, except to the extent of its pecuniary interests therein.

(3)         Percent of class is based on 28,212,643 shares of Common Stock outstanding as of October 31, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on December 12, 2013.

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(1)         This Schedule 13G is filed by Pacven Walden Ventures V, L.P. (“Pacven V”), Pacven Walden Ventures Parallel V-A C.V. (“Pacven Parallel V-A”), Pacven Walden Ventures Parallel V-B C.V. (“Pacven Parallel V-B”), Pacven Walden Ventures V Associates Fund, L.P. (“Pacven Associates V”), Pacven Walden Ventures V-QP Associates Fund, L.P. (“Pacven Associates V-QP”), Lip-Bu Tan (“Tan”), Andrew Kau (“Kau”), Hock Voon Loo (“Loo”), and Brian Chiang (“Chiang” and together with Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V, Pacven Associates V-QP, Tan, Kau, Loo and Chiang, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares are held by Pacven Parallel V-A.  Pacven Walden Management V Co. Ltd. (“Pacven Mgmnt V”) is the general partner of Pacven Parallel V-A.  Pacven Mgmnt V holds voting and dispositive power of the shares held by Pacven Parallel V-A, however, disclaims beneficial ownership of the shares, except to the extent of its pecuniary interests therein.

(3)         Percent of class is based on 28,212,643 shares of Common Stock outstanding as of October 31, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on December 12, 2013.

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(1)         This Schedule 13G is filed by Pacven Walden Ventures V, L.P. (“Pacven V”), Pacven Walden Ventures Parallel V-A C.V. (“Pacven Parallel V-A”), Pacven Walden Ventures Parallel V-B C.V. (“Pacven Parallel V-B”), Pacven Walden Ventures V Associates Fund, L.P. (“Pacven Associates V”), Pacven Walden Ventures V-QP Associates Fund, L.P. (“Pacven Associates V-QP”), Lip-Bu Tan (“Tan”), Andrew Kau (“Kau”), Hock Voon Loo (“Loo”), and Brian Chiang (“Chiang” and together with Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V, Pacven Associates V-QP, Tan, Kau, Loo and Chiang, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares are held by Pacven Parallel V-B.  Pacven Walden Management V Co. Ltd. (“Pacven Mgmnt V”) is the general partner of Pacven Parallel V-B.  Pacven Mgmnt V holds voting and dispositive power of the shares held by Pacven Parallel V-B, however, disclaims beneficial ownership of the shares, except to the extent of its pecuniary interests therein.

(3)         Percent of class is based on 28,212,643 shares of Common Stock outstanding as of October 31, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on December 12, 2013.

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(1)         This Schedule 13G is filed by Pacven Walden Ventures V, L.P. (“Pacven V”), Pacven Walden Ventures Parallel V-A C.V. (“Pacven Parallel V-A”), Pacven Walden Ventures Parallel V-B C.V. (“Pacven Parallel V-B”), Pacven Walden Ventures V Associates Fund, L.P. (“Pacven Associates V”), Pacven Walden Ventures V-QP Associates Fund, L.P. (“Pacven Associates V-QP”), Lip-Bu Tan (“Tan”), Andrew Kau (“Kau”), Hock Voon Loo (“Loo”), and Brian Chiang (“Chiang” and together with Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V, Pacven Associates V-QP, Tan, Kau, Loo and Chiang, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares are held by Pacven Associates V.  Pacven Walden Management V Co. Ltd. (“Pacven Mgmnt V”) is the general partner of Pacven Associates V.  Pacven Mgmnt V holds voting and dispositive power of the shares held by Pacven Associates V, however, disclaims beneficial ownership of the shares, except to the extent of its pecuniary interests therein.

(3)         Percent of class is based on 28,212,643 shares of Common Stock outstanding as of October 31, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on December 12, 2013.

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(1)         This Schedule 13G is filed by Pacven Walden Ventures V, L.P. (“Pacven V”), Pacven Walden Ventures Parallel V-A C.V. (“Pacven Parallel V-A”), Pacven Walden Ventures Parallel V-B C.V. (“Pacven Parallel V-B”), Pacven Walden Ventures V Associates Fund, L.P. (“Pacven Associates V”), Pacven Walden Ventures V-QP Associates Fund, L.P. (“Pacven Associates V-QP”), Lip-Bu Tan (“Tan”), Andrew Kau (“Kau”), Hock Voon Loo (“Loo”), and Brian Chiang (“Chiang” and together with Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V, Pacven Associates V-QP, Tan, Kau, Loo and Chiang, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares are held by Pacven Associates V-QP.  Pacven Walden Management V Co. Ltd. (“Pacven Mgmnt V”) is the general partner of Pacven Associates V-QP.  Pacven Mgmnt V holds voting and dispositive power of the shares held by Pacven Associates V-QP, however, disclaims beneficial ownership of the shares, except to the extent of its pecuniary interests therein.

(3)         Percent of class is based on 28,212,643 shares of Common Stock outstanding as of October 31, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on December 12, 2013.

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(1)                     This Schedule 13G is filed by Pacven Walden Ventures V, L.P. (“Pacven V”), Pacven Walden Ventures Parallel V-A C.V. (“Pacven Parallel V-A”), Pacven Walden Ventures Parallel V-B C.V. (“Pacven Parallel V-B”), Pacven Walden Ventures V Associates Fund, L.P. (“Pacven Associates V”), Pacven Walden Ventures V-QP Associates Fund, L.P. (“Pacven Associates V-QP”), Lip-Bu Tan (“Tan”), Andrew Kau (“Kau”), Hock Voon Loo (“Loo”), and Brian Chiang (“Chiang” and together with Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V, Pacven Associates V-QP, Tan, Kau, Loo and Chiang, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)                     Includes: (i) 705,011 shares held by Pacven V, (ii) 16,222 shares held by Pacven Parallel V-A, (iii) 16,222 shares held by Pacven Parallel V-B, (iv) 2,446 shares held by Pacven Associates V, and (v) 13,287 shares held by Pacven Associates V-QP.  The reporting person is the sole director and a member of the Investment Committee of Pacven Walden Management V Co. Ltd. (“Pacven Mgmnt V”).  Pacven Mgmnt V is the general partner of Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V-QP and Pacven Associates V.  The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

(3)                     Includes (i) 3,348 shares of common stock held by Lip-Bu Tan and Ysa Loo Trust of which the Reporting Person is a co-trustee; (ii) 1,389 shares of common stock held by the reporting person, and (iii) options to purchase 27,777 shares of common stock, of which 21,295 shares are exercisable and included above.

(4)                     Percent of class is based on 28,212,643 shares of Common Stock outstanding as of October 31, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on December 12, 2013.

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(1)                                 This Schedule 13G is filed by Pacven Walden Ventures V, L.P. (“Pacven V”), Pacven Walden Ventures Parallel V-A C.V. (“Pacven Parallel V-A”), Pacven Walden Ventures Parallel V-B C.V. (“Pacven Parallel V-B”), Pacven Walden Ventures V Associates Fund, L.P. (“Pacven Associates V”), Pacven Walden Ventures V-QP Associates Fund, L.P. (“Pacven Associates V-QP”), Lip-Bu Tan (“Tan”), Andrew Kau (“Kau”), Hock Voon Loo (“Loo”), and Brian Chiang (“Chiang” and together with Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V, Pacven Associates V-QP, Tan, Kau, Loo and Chiang, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)                                 Includes: (i) 705,011 shares held by Pacven V, (ii) 16,222 shares held by Pacven Parallel V-A, (iii) 16,222 shares held by Pacven Parallel V-B, (iv) 2,446 shares held by Pacven Associates V, and (v) 13,287 shares held by Pacven Associates V-QP.  The Reporting Person is a member of the Investment Committee of Pacven Walden Management V Co. Ltd. (“Pacven Mgmnt V”).  Pacven Mgmnt V is the general partner of Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V-QP and Pacven Associates V.  The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

(3)                                 Percent of class is based on 28,212,643 shares of Common Stock outstanding as of October 31, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on December 12, 2013.

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(1)                                 This Schedule 13G is filed by Pacven Walden Ventures V, L.P. (“Pacven V”), Pacven Walden Ventures Parallel V-A C.V. (“Pacven Parallel V-A”), Pacven Walden Ventures Parallel V-B C.V. (“Pacven Parallel V-B”), Pacven Walden Ventures V Associates Fund, L.P. (“Pacven Associates V”), Pacven Walden Ventures V-QP Associates Fund, L.P. (“Pacven Associates V-QP”), Lip-Bu Tan (“Tan”), Andrew Kau (“Kau”), Hock Voon Loo (“Loo”), and Brian Chiang (“Chiang” and together with Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V, Pacven Associates V-QP, Tan, Kau, Loo and Chiang, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)                                 Includes: (i) 705,011 shares held by Pacven V, (ii) 16,222 shares held by Pacven Parallel V-A, (iii) 16,222 shares held by Pacven Parallel V-B, (iv) 2,446 shares held by Pacven Associates V, and (v) 13,287 shares held by Pacven Associates V-QP.  The Reporting Person is a member of the Investment Committee of Pacven Walden Management V Co. Ltd. (“Pacven Mgmnt V”).  Pacven Mgmnt V is the general partner of Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V-QP and Pacven Associates V. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

(3)                                 Percent of class is based on 28,212,643 shares of Common Stock outstanding as of October 31, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on December 12, 2013.

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(1)                                 This Schedule 13G is filed by Pacven Walden Ventures V, L.P. (“Pacven V”), Pacven Walden Ventures Parallel V-A C.V. (“Pacven Parallel V-A”), Pacven Walden Ventures Parallel V-B C.V. (“Pacven Parallel V-B”), Pacven Walden Ventures V Associates Fund, L.P. (“Pacven Associates V”), Pacven Walden Ventures V-QP Associates Fund, L.P. (“Pacven Associates V-QP”), Lip-Bu Tan (“Tan”), Andrew Kau (“Kau”), Hock Voon Loo (“Loo”), and Brian Chiang (“Chiang” and together with Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V, Pacven Associates V-QP, Tan, Kau, Loo and Chiang, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)                                 Includes: (i) 705,011 shares held by Pacven V, (ii) 16,222 shares held by Pacven Parallel V-A, (iii) 16,222 shares held by Pacven Parallel V-B, (iv) 2,446 shares held by Pacven Associates V, and (v) 13,287 shares held by Pacven Associates V-QP.  The Reporting Person is a member of the Investment Committee of Pacven Walden Management V Co. Ltd. (“Pacven Mgmnt V”).  Pacven Mgmnt V is the general partner of Pacven V, Pacven Parallel V-A, Pacven Parallel V-B, Pacven Associates V-QP and Pacven Associates V.  The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

(3)                                 Percent of class is based on 28,212,643 shares of Common Stock outstanding as of October 31, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on December 12, 2013.

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.00045 per share (“Common Stock”), of Ambarella, Inc. (the “Issuer”).

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(1)         Percent of class is based on 28,212,643 shares of Common Stock outstanding as of October 31, 2013.

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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: February 14, 2014

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Exhibit(s):

A - Joint Filing Statement

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EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Ambarella, Inc. is filed on behalf of each of us.

Dated: February 14, 2014

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