AIRV Air Via (MM)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ______)*

AIRVANA, INC.

( Name of Issuer )

Common Stock, Par Value $0.001 Per Share
( Title of Class of Securities )

00950V101
( CUSIP Number )

Peter C. Anastos
c/o Airvana, Inc.
19 Alpha Road
Chelmsford, Massachusetts 01824
(978) 250-3000
( Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications )

January 4, 2010
( 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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 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.		00950V101

CUSIP No.		00950V101

CUSIP No.		00950V101

TABLE OF CONTENTS

Item 1. Security and Issuer

     This Schedule 13D report relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Airvana, Inc., a Delaware corporation with its principal executive offices located at 19 Alpha Road, Chelmsford, MA 01824 (the “Company”).

Item 2. Identity and Background

a)

The Reporting Persons are the Sparta Group MA LLC Series 5 (the “Sparta Series 5”), Mr. Gururaj Deshpande and Mrs. Jaishree Deshpande.

b)

The business or residence address of each of the Reporting Persons is set forth in Schedule I hereto and is incorporated by reference herein.

c)

The present principal occupation and related information concerning each Reporting Person is set forth in Schedule I and is incorporated by reference herein.

d)

None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

e)

None of the Reporting Persons has, during the last five years been 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.

f)

Sparta Series 5 is a separate series of Sparta Group MA LLC, a Delaware limited liability company (the “LLC”). Mr. Deshpande and Mrs. Deshpande are both citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

     On January 4, 2010, Mr. Deshpande, the Unicorn Trust III, the Unicorn Trust V, the Gururaj Deshpande Grantor Retained Annuity Trust and the Deshpande Irrevocable Trust transferred 1,563,772 shares, 993,677 shares, 517,464 shares, 2,935,011 shares and 2,588,145 shares, respectively, of Common Stock (collectively, the “Acquired Shares”) to Sparta Series 5 (the “Transactions”) in exchange for Sparta Series 5 membership interests.

Item 4. Purpose of Transaction

      The information set forth under Item 3 hereof is incorporated herein by reference. The Transactions were entered into to facilitate the investment and estate planning objectives of Mr. Deshpande and his spouse, Mrs. Deshpande. Except as stated in this report, the Reporting Persons currently do not have any plans or proposals which relate to or would result in any of the events enumerated in (a)-(j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

a)

Mr. and Mrs. Deshpande are Managers of the LLC and as a result, the Reporting Persons have shared power to dispose or to direct the disposition of the Acquired Shares held of record by Sparta Series 5, and thus may be deemed to be the beneficial owners of the Acquired Shares, which represent approximately 13.7% of the Common Stock outstanding based upon 62,583,295 shares of Common Stock outstanding as of October 30, 2009. Each Reporting Person disclaims membership in any “group” (as such term is used in Section 13(d) of the Securities Exchange

Act of 1934, as amended, and the rules promulgated thereunder) with any other Reporting Person in respect of the Common Stock.

b)

Item 5(a) hereof is incorporated herein by reference.

c)

The Transactions constitute the only transactions by the Reporting Persons with respect to the Common Stock effected during the past sixty days.

d)

To the best knowledge of the Reporting Persons, no person other than each of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by each of the respective Reporting Persons.

e)

Not Applicable.

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

     None.

Item 7. Material to Be filed as Exhibits

		Exhibit A		Joint Filing Agreement Pursuant to Rule 13d-1(k)
		Exhibit B		Power of Attorney of Mr. Deshpande, in his individual capacity, appointing Servjeet S. Bhachu as Attorney-in-Fact
		Exhibit C		Power of Attorney of Mr. Deshpande, in his capacity as Manager of Sparta Series 5, appointing Servjeet S. Bhachu as Attorney-in-Fact
		Exhibit D		Power of Attorney of Mrs. Deshpande, in her individual capacity and in her capacity as Manager of Sparta Series 5, appointing Servjeet S. Bhachu as Attorney-in-Fact

SCHEDULE I

Residence or business address and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each of the Reporting Persons:

				Principal Occupation or Employment/
				Principal Business and Address in
Name		Residence or Business Address		which such employment is conducted
Sparta Group MA LLC Series 5		c/o Sparta Group MA LLC 92 Montvale Avenue Suite 2500 Stoneham, MA 02180		Facilitating the investment and estate planning objectives of Mr. Deshpande and his spouse, Mrs. Deshpande.
Gururaj Deshpande		c/o Sparta Group MA LLC 92 Montvale Avenue Suite 2500 Stoneham, MA 02180		Director of Airvana, Inc. 19 Alpha Road Chelmsford, MA 01824 Manager and President Sparta Group MA LLC 92 Montvale Avenue Suite 2500 Stoneham, MA 02180
Jaishree Deshpande		c/o Sparta Group MA LLC 92 Montvale Avenue Suite 2500 Stoneham, MA 02180		Manager and Treasurer Sparta Group MA LLC 92 Montvale Avenue Suite 2500 Stoneham, MA 02180

SIGNATURES

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

Date: January 14, 2010

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