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UNITED STATES Expires: December 31, 2005
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
Washington, D.C. 20549 hours per response. . . 11
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Riverstone Networks Inc.
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(Name of Issuer)
Common Stock; $.01 par value
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(Title of Class of Securities)
769320102
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
CUSIP No. 769320102
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
S Squared Technology, LLC 01-0622776
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ..........................................................
(b) ..........................................................
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3. SEC Use Only ......................................................
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4. Citizenship or Place of Organization: Delaware
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Number of 5. Sole Voting Power: 8,160,250(1)
Shares
Beneficially -------------------------------------------------------------
Owned by
Each 6. Shared Voting Power: -0-
Reporting
Person With -------------------------------------------------------------
7. Sole Dispositive Power: 8,160,250(1)
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8. Shared Dispositive Power: -0-
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,149,250(1)
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10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)...............................................
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11. Percent of Class Represented by Amount in Row (11) 6.41%
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12. Type of Reporting Person (See Instructions) IA
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(1) Includes 1,451,800 shares of Common Stock beneficially owned by S Squared
Capital II Management, LLC, an affiliate of S Squared Technology, LLC
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ITEM 1.
(a) Name of Issuer Riverstone Networks Inc.
(b) Address of Issuer's Principal Executive Offices 5200 Great
American Parkway, Santa Clara, CA 95054
ITEM 2.
(a) Name of Person Filing: S Squared Technology, LLC
(b) Address of Principal Business Office or, if none, Residence
515 Madison Avenue, New York, NY 10022
(c) Citizenship Delaware
(d) Title of Class of Securities Common Stock; $.01 par value.
(e) CUSIP Number 769320102
ITEM 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [X] An investment adviser in accordance with Section 240.13d-1(b)
(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
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(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 8,160,250
(b) Percent of class: 6.41%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 8,160,250
(ii) Shared power to vote or to direct the vote: -0-.
(iii) Sole power to dispose or to direct the disposition of:8,160,250
(iv) Shared power to dispose or to direct the disposition of: -0-.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Section 240.13d3(d)(1).
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 [ ]. Instruction:
Dissolution of a group requires a response to this item.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
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If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
ITEM 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Section 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to Section 240.13d-1(c) or Section 240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
ITEM 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
ITEM 10. Certification
(a) The following certification shall be included if the statement
is filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are 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.
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.
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February 9, 2006
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[Date]
/S/ Seymour L. Goldblatt
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[Signature]
Seymour L. Goldblatt, President
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[Name/Title]
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)