---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

 

 

 

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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

---

 

 

 

---

 

Casa Systems, Inc. (the “Issuer”)

 

          

100 Old River Road

Andover, Massachusetts 01810

 

    

This Schedule 13G is being filed by each of the following persons (each a “Reporting Person”, and together, the “Reporting Persons”):

(i)   Liberty Global plc (“Liberty Global”)

 

The address of the principal business office of Liberty Global is Griffin House, 161 Hammersmith Road, London, United Kingdom W6 8BS.

The address of the principal business office of Liberty Ventures is Boeing Avenue 53, 1119PE Schiphol-Rijk, The Netherlands.

 

 

Please refer to Item 4 on each cover sheet for each filing person.

 

 

Common Stock, par value $0.001 per share (the “Common Stock”)

 

 

 

 

As of December 13, 2017, Liberty Ventures, a wholly-owned subsidiary of Liberty Global, held 2,642,900 shares of Common Stock and 1,789,970 shares of Series B Convertible Preferred Stock of the Issuer (“Preferred Stock”).  Upon the closing of the Issuer’s Initial Public Offering, the Preferred Stock converted to shares of Common Stock on a 10-for-1 basis.  As of December 31, 2018, Liberty Ventures held 3,005,307 shares of Common Stock.

 

The shares of Common Stock are held of record by Liberty Ventures.

 

Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Common Stock of the Issuer, except for the shares of Common Stock held of record as provided above and except to the extent of its pecuniary interest therein.

 

(a)   Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).

 

(b)   Percent of class: See the response(s) to Item 11 on the attached cover page(s).

 

(c)   Number of shares as to which such person has:

 

           (i)   Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).

 

           (ii)   Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).

 

           (iii)   Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).

 

           (iv)   Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

 

 

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X]

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

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 13, 2019

 

	Liberty Global plc
		/s/ Michelle L. Keist
		Name:	Michelle L. Keist
		Title:	Vice President
	Liberty Global Ventures Holding B.V.
		/s/ Cherilyn Laban
		Name:	Cherilyn Laban
		Title:	Director
		/s/ Ron Huisman
		Name:	Ron Huisman
		Title:	Director

 

  

Exhibit Number	Exhibit
99.1	Joint Filing Agreement

 

 

 

 

---

 

 

 

 

 

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on this Schedule 13G dated February 13, 2019 (the “Schedule 13G”), with respect to the common stock of Casa Systems, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2019.

 

	Liberty Global plc
		/s/ Michelle L. Keist
		Name:	Michelle L. Keist
		Title:	Vice President
	Liberty Global Ventures Holding B.V.
		/s/ Cherilyn Laban
		Name:	Cherilyn Laban
		Title:	Director
		/s/ Ron Huisman
		Name:	Ron Huisman
		Title:	Director

 

 

 

 

 

 

 

 

 

 

 

---