VECTOR CAPITAL, L.L.C. Form 4 Filed 2020-12-28

FORM 4

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

VECTOR CAPITAL, L.L.C.

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

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O VECTOR CAPITAL MANAGEMENT, L.P., ONE MARKET ST, STEUART TOWER, 23RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2020

(Street)

SAN FRANCISCO, CA 94105

(City)

(State)

(Zip)

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

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ 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	12/23/2020		G	V	160,000	D	$ 0	14,939,754⁽⁵⁾	I⁽¹⁾⁽⁴⁾	See footnotes⁽¹⁾⁽⁴⁾
Ordinary Shares	12/23/2020		G	V	30,000	D	$ 0	14,909,754	I⁽¹⁾⁽⁴⁾	See footnotes⁽¹⁾⁽⁴⁾
Ordinary Shares	12/23/2020		G	V	5,000	D	$ 0	14,904,754	I⁽¹⁾⁽⁴⁾	See footnotes⁽¹⁾⁽⁴⁾
Ordinary Shares								1,587,000⁽⁶⁾	I⁽²⁾⁽⁴⁾	See footnotes⁽²⁾⁽⁴⁾
Ordinary Shares								18,000	I⁽³⁾⁽⁴⁾	See footnotes⁽³⁾⁽⁴⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VECTOR CAPITAL, L.L.C. C/O VECTOR CAPITAL MANAGEMENT, L.P. ONE MARKET ST, STEUART TOWER, 23RD FLOOR SAN FRANCISCO, CA 94105	X	X
Vector Cambium Holdings (Cayman), L.P. C/O VECTOR CAPITAL MANAGEMENT, L.P., ONE MARKET STREET STEUART TOWER, 23RD FL SAN FRANCISCO, CA 94105	X	X
Vector Capital IV, L.P. C/O VECTOR CAPITAL CORPORATION ONE MARKET ST., STEUART TOWER, 23RD FL SAN FRANCISCO, CA 94105	X	X
VECTOR ENTREPRENEUR FUND III L P 456 MONTGOMERY ST 19TH FL SAN FRANCISCO, CA 94104	X	X
VECTOR CAPITAL PARTNERS IV, L.P. C/O VECTOR CAPITAL MANAGEMENT, L.P., ONE MARKET ST., STEUART TOWER, 23RD FL SAN FRANCISCO, CA 94105	X	X
VECTOR CAPITAL PARTNERS III, L.P. C/O VECTOR CAPITAL MANAGEMENT, L.P., ONE MARKET ST., STEUART TOWER, 23RD FL SAN FRANCISCO, CA 94105	X	X
Vector Capital, Ltd. C/O VECTOR CAPITAL MANAGEMENT, L.P., ONE MARKET ST., STEUART TOWER, 23RD FL SAN FRANCISCO, CA 94105	X	X

Explanation of Responses:

1.	These Ordinary Shares are held directly by Vector Cambium Holdings (Cayman), L.P. ("VCH").
2.	These shares are directly owned by Vector Capital IV, L.P. ("VC IV").
3.	These shares are directly owned by Vector Entrepreneur Fund III, LP ("VEF III").
4.	Vector Capital Partners IV, L.P. ("VCP IV") is the general partner of VCH and VC IV. Vector Capital Partners III, L.P. ("VCP III") is the general partner of VEF III. Vector Capital, Ltd. and Vector Capital, L.L.C. are the general partners of each of VCP IV and VCP III. The board of directors of Vector Capital, Ltd. has the exclusive power and authority to vote, or to direct to vote, and to dispose, or to direct the disposition of, the shares held by each of VCH, VC IV and VEF III and therefore holds indirect voting and dispositive power over the shares held by each of VCH, VC IV and VEF III and may be deemed to be the beneficial owner of such shares.
5.	Excludes 105,000 shares previously directly held by VCH which were transferred to VC IV on December 23, 2020.
6.	Includes 105,000 shares previously directly held by VCH which were transferred to VC IV on December 23, 2020.
Remarks: Each of Alexander R. Slusky, the Chief Investment Officer of Vector Capital Management, L.P., and Robert Amen, a Managing Director of Vector Capital Management, L.P., serves on the Issuer's board of directors ("Board") as a representative of Vector Capital. By virtue of their representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors of the Issuer by deputization.

	Signatures
	/s/ Vector Cambium Holdings (Cayman) L.P., by Vector Capital Partners IV, L.P., by Vector Capital, Ltd., by David Baylor, Director	12/28/2020
	/s/ Vector Capital IV, L.P., by Vector Capital Partners IV, L.P., by Vector Capital, Ltd., by David Baylor, Director	12/28/2020
	/s/ Vector Entrepreneur Fund III, LP, by Vector Capital Partners III, L.P., by Vector Capital, Ltd., by David Baylor, Director	12/28/2020
	/s/ Vector Capital Partners IV, L.P., by Vector Capital, Ltd., by David Baylor, Director	12/28/2020
	/s/ Vector Capital Partners III, L.P., by Vector Capital, Ltd., by David Baylor, Director	12/28/2020
	/s/ Vector Capital, Ltd., by David Baylor, Director	12/28/2020
	/s/ Vector Capital, L.L.C., by David Baylor, Chief Operating Officer	12/28/2020
	** Signature of Reporting Person	Date
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