SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
DragonWave Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
26144M103
(CUSIP Number)
June 1, 2012
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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* 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).
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CUSIP No. 26144M103
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SCHEDULE 13G
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSONS
Nokia Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Finland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,000,978(1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,000,978(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,978(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%(1)
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12
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TYPE OF REPORTING PERSON (See Instructions)
HC, CO
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(1) Calculated pursuant to Rule 13d-3(a). Based on 38,002,041 issued and oustanding common shares of DragonWave Inc. as of June 5, 2012.
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CUSIP No. 26144M103
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SCHEDULE 13G
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
Nokia Siemens Networks B.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,000,978(1)
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|||
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,000,978(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,978(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%(1)
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12
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TYPE OF REPORTING PERSON (See Instructions)
CO
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STATEMENT ON SCHEDULE 13G
Item 1.
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(a)
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Name of Issuer:
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DragonWave Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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411 Legget Drive, Suite 600, Ottawa, ON K2K 3C9, Canada
Item 2.
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(a)
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Name of Person Filing:
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(1) Nokia Corporation
(2) Nokia Siemens Networks B.V.
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(b)
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Address of Principal Business Office or, if none, Residence:
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(1) Keilalahdentie 4, P.O. Box 226, FI-00045 NOKIA GROUP, Espoo, Finland
(2) Werner von Siemensstraat 7, 2712PN Zoetermeer, The Netherlands
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(c)
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Citizenship:
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(1) Finland
(2) The Netherlands
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(d)
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Title of Class of Securities:
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Common Shares, no par value
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(e)
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CUSIP Number:
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26144M103
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable
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Item 4.
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Ownership
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(a) Amount Beneficially Owned: 2,000,978.
(b) Percent of Class: 5.3%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 2,000,978.
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: 2,000,978.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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:
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Nokia Siemens Networks B.V. – CO
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable
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Item 9.
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Notice of Dissolution of Group
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Not applicable
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Item 10.
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Certification
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By signing below we certify that, to the best of our knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURES
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: June 11, 2012
| Nokia Corporation | ||||
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By:
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/s/ KRISTIAN PULLOLA | |||
| Name: |
Kristian Pullola
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| Title: |
Senior Vice President, Corporate Controller
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By:
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/s/ RIIKKA TIEAHO | |||
| Name: |
Riikka Tieaho
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| Title: |
Vice President, Corporate Legal
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SIGNATURES
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: June 11, 2012
| Nokia Siemens Networks B.V. | ||||
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By:
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/s/ PETRI CASTREN | |||
| Name: |
Petri Castren
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| Title: |
Head of Corporate Finance
Authorized Signatory
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By:
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/s/ GERWIN ZOTT | |||
| Name: |
Gerwin Zott
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| Title: |
Head of L&C Business Units
Authorized Signatory
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EXHIBIT INDEX
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Exhibit No.
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Description
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1
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Joint Filing Agreement
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EXHIBIT NO. 1
JOINT FILING AGREEMENT
Nokia Corporation, a public limited liability company incorporated under the laws of the Republic of Finland, and Nokia Siemens Networks B.V., a private limited liability company incorporated under the laws of The Netherlands, each hereby agrees, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13G filed herewith, and any amendments thereto, relating to the Common Shares, no par value, of DragonWave Inc. is, and will be, jointly filed on behalf of each such person and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the date set forth below.
Dated: June 11, 2012
| Nokia Corporation | ||||
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By:
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/s/ KRISTIAN PULLOLA | |||
| Name: |
Kristian Pullola
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| Title: |
Senior Vice President, Corporate Controller
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By:
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/s/ RIIKKA TIEAHO | |||
| Name: |
Riikka Tieaho
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| Title: |
Vice President, Corporate Legal
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| Nokia Siemens Networks B.V. | ||||
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By:
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/s/ PETRI CASTREN | |||
| Name: |
Petri Castren
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| Title: |
Head of Corporate Finance
Authorized Signatory
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By:
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/s/ GERWIN ZOTT | |||
| Name: |
Gerwin Zott
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| Title: |
Head of L&C Business Units
Authorized Signatory
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