Cisco : FormSC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

Acacia Communications, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00401C108

(CUSIP Number)

Mark Chandler	Douglas N. Cogen
Executive Vice President, Chief Legal Officer	Ken S. Myers
and Chief Compliance Officer	Fenwick & West LLP
Cisco Systems, Inc.	801 California Street
170 West Tasman Drive	Mountain View, CA 94041
San Jose, CA 95134-1706	[phone]
[phone]

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

July 8, 2019

(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 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 ("Exchange Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 00401C108

1 NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Cisco Systems, Inc., I.R.S. Identification No. 77-0059951

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

Not applicable.

(a) ☐

(b) ☐

1. SEC USE ONLY
2. SOURCE OF FUNDS (See Instructions)
   OO
3. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
   ☐
4. CITIZENSHIP OR PLACE OF ORGANIZATION

State of California

	7	SOLE VOTING POWER
NUMBER OF		None
SHARES
8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		2,797,456 shares of common stock 1
E ACH
9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		None
WITH
	10	SHARED DISPOSITIVE POWER

None

1. 1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,797,456 shares of common stock 1
   2. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ Not applicable
   3. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      6.81% of common stock 2
   4. TYPE OF REPORTING PERSON (See Instructions)
      CO
2. Represents 2,733,525 shares of outstanding issuer common stock, 24,396 shares of issuer common stock issuable upon the settlement of outstanding restricted stock units and 39,535 shares of issuer common stock issuable upon exercise of outstanding options held by stockholders of the issuer who entered into Voting Agreements (as defined in Item 3) dated July 8, 2019 with Cisco Systems, Inc. (" Cisco "), obligating such stockholders to vote their shares in favor of adopting the Merger Agreement (as defined in Item 3 below) and related matters, and with respect to which such stockholders granted Cisco an irrevocable proxy granting Cisco the right to vote on their behalf in favor of such matters. Cisco expressly disclaims beneficial ownership of any of the shares of issuer common stock subject to the Voting Agreements and irrevocable proxies.
3. Based on 40,991,425 shares of issuer common stock outstanding as of July 3, 2019, as represented by issuer in the Merger Agreement.

SCHEDULE 13D

Item 1. Security and Issuer.

The class of equity securities to which this statement relates is common stock, par value $0.0001 per share, of Acacia Communications, Inc., a Delaware corporation (" Acacia "). The principal executive offices of Acacia are located at Three Mill and Main Place, Suite 400, Maynard, MA 01754.

Item 2. Identity and Background.

1. The name of the corporation filing this statement is Cisco Systems, Inc., a California corporation (" Cisco ").
2. The address of Cisco's principal office is 170 West Tasman Drive, San Jose, California 95134-1706.
3. Cisco designs, manufactures and sells Internet Protocol (IP)-based networking and other products related to the communications and information technology industry and provides services associated with these products and their use.
4. Neither Cisco nor, to Cisco's knowledge, any person named on Schedule Aattached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
5. Neither Cisco nor, to Cisco's knowledge, any person named on Schedule Aattached hereto, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
6. To Cisco's knowledge, each of the individuals identified on Schedule Aattached hereto is a citizen of the United States except for Irving Tan, who is a citizen of Singapore.

Set forth on Schedule Ais the name, principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Cisco as of the date hereof.

Item 3. Source and Amount of Funds or Other Consideration.

Cisco entered into an Agreement and Plan of Merger, dated as of July 8, 2019 (the " Merger Agreement "), to acquire Acacia in a merger by which a wholly-owned subsidiary of Cisco (" Merger Sub ") will merge with and into Acacia, with Acacia to survive the Merger and to become a wholly-owned subsidiary of Cisco (the " Merger "). Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, Cisco will acquire all of the outstanding shares of Acacia common stock for $70.00 per share, in cash. As an inducement for Cisco to enter into the Merger Agreement and in consideration thereof, certain stockholders of Acacia identified on Schedule Battached hereto (each a " Stockholder " and, collectively, the " Stockholders ") entered into separate voting agreements with Cisco, dated July 8, 2019 (the " Voting Agreements "), whereby each Stockholder agreed (a) to refrain from transferring, or entering into an agreement or transaction to transfer, shares of Acacia common stock, except for certain share transfers permitted under each Voting Agreement, and (b) to vote all shares of Acacia common stock beneficially owned by the Stockholder or acquired by the Stockholder after the date of the Voting Agreements in favor of adopting the Merger Agreement and any matter that reasonably could be expected to facilitate the Merger, and with respect to which each Stockholder granted Cisco an irrevocable proxy granting Cisco the right to vote on such Stockholder's behalf in favor of such matters. Cisco did not pay additional consideration to the Stockholders in exchange for the Voting Agreements.

References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements throughout this Schedule 13D are qualified in their entirety by reference to the Merger Agreementincluded as Exhibit 1to this Schedule 13D and the Form of Voting Agreementincluded as Exhibit 2to this Schedule 13D, respectively. These agreements are incorporated into this Schedule 13D where such references and descriptions appear.

Item 4. Purpose of Transaction.

1. - (b) As described in Item 3 above, this Schedule 13D relates to the Voting Agreements between Cisco and the Stockholders and the related Merger and Merger Agreement.

If the conditions set forth in the Merger Agreement are satisfied or waived, Cisco, Merger Sub and Acacia shall cause the Merger to occur. Upon the consummation of the Merger, Merger Sub will merge with and into Acacia with Acacia to survive the Merger and to become a wholly-owned subsidiary of Cisco, and Cisco will acquire all of the outstanding shares of Acacia common stock for $70.00 per share, in cash. In addition, (a) each Acacia stock option that is outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) will be converted into the right to receive the excess of $70.00 over the exercise price per share of such stock option and (b) each Acacia restricted stock unit and performance-based restricted stock unit that is outstanding immediately prior to the Effective Time will be converted into the right to receive $70.00 per share, subject to certain terms and exceptions more fully described in the Merger Agreement, upon consummation of the Merger.

1. Not applicable.
2. The Merger Agreement provides that at the Effective Time of the Merger, the directors and officers of the Merger Sub shall become the directors and officers of Acacia (the surviving corporation in the Merger), until their respective successors are duly elected or appointed and qualified.
3. Not applicable, except for such changes that would result from the Merger described in Item 3 above and in this Item 4.
4. Not applicable.
5. The Merger Agreement provides that at the Effective Time, the Certificate of Incorporation and Bylaws of Acacia shall be amended and restated in their entirety in accordance with the terms of Section 1.6 of the Merger Agreement.
6. - (i) If the Merger is consummated as planned, Acacia common stock will cease to be listed on The NASDAQ Global Select Market and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.

(j) Not applicable.

Item 5. Interest in Securities of the Issuer.

1. - (b) As a result of the Voting Agreements, Cisco may be deemed to be the beneficial owner of 2,797,456 shares of Acacia common stock (comprised of 2,733,525 shares of outstanding Acacia common stock, 24,396 shares of Acacia common stock issuable upon the settlement of outstanding restricted stock units and 39,535 shares of Acacia common stock issuable upon exercise of outstanding options). This number of shares represents approximately 6.81% of the issued and outstanding shares of Acacia common stock based on the number of shares outstanding as of July 3, 2019 (as represented by Acacia in the Merger Agreement). However, Cisco does not control the voting of such shares with respect to matters other than as described in Item 3 above, and does not possess any other rights as an Acacia stockholder with respect to such shares. Cisco disclaims any beneficial ownership of such shares, and nothing herein shall be deemed to be an admission by Cisco as to the beneficial ownership of such shares.

To Cisco's knowledge, no shares of Acacia common stock are beneficially owned by any of the persons identified in Schedule Aattached hereto.

1. To Cisco's knowledge, no transactions in Acacia common stock have been effected during the past sixty days by any person named pursuant to Item 2 above.
2. To Cisco's knowledge, no person other than each Stockholder has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.
3. Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The terms of the Voting Agreements are described under Items 3 and 4(a)-(b) above. The Voting Agreements also apply to any shares of Acacia common stock acquired by the Stockholders after the date of the Voting Agreements, including by means of exercise of stock options or settlement of restricted stock units.

Item 7. Materials to be Filed as Exhibits.

The following documents are incorporated by reference as exhibits:

Exhibit	Title
No.

1. Agreement and Plan of Merger, dated July 8, 2019, by and among Cisco Systems, Inc., Amarone Acquisition Corp., a wholly owned subsidiary of Cisco, and Acacia Communications, Inc., (incorporated by reference to Exhibit 2.1 of the Acacia Communications, Inc. Current Report on Form 8-K (File No. 001-37771) filed with the Commission on July 9, 2019).
2. Form of Voting Agreement, dated July 8, 2019, by and between Cisco Systems, Inc. and certain stockholders of Acacia Communications, Inc. (incorporated by reference to Exhibit 99.1 of the Acacia Communications, Inc. Current Report on Form 8-K (File No. 001-37771) filed with the Commission on July 9, 2019).

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: July 18, 2019	CISCO SYSTEMS, INC.
	By:	/s/ Mark Chandler
		Mark Chandler
		Executive Vice President, Chief Legal Officer
		and Chief Compliance Officer

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)