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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). |
CUSIP No. 204166102 | ||||
Person 1 | ||||
1. | (a) Names of Reporting Persons. Wells Fargo & Company | |||
(b) Tax ID 41-0449260 | ||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
(a) | [] | |||
(b) | [X] | |||
3. | SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | |||
4. | Citizenship or Place of Organization Delaware | |||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||
5. Sole Voting Power 14,604,918* (See Exhibit C) | ||||
6. Shared Voting Power 0* (See Exhibit C) | ||||
7. Sole Dispositive Power 27,058* (See Exhibit C) | ||||
8. Shared Dispositive Power 0* (See Exhibit C) | ||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,604,918* (See Exhibit C) | |||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||
11. | Percent of Class Represented by Amount in Row (9) 35.04* (See Exhibit C) % | |||
12. | Type of Reporting Person (See Instructions) | |||
HC | ||||
Item 1. | ||||||
(a) | Name of Issuer CommVault Systems, Inc. | |||||
(b) | Address of Issuer's Principal Executive Offices | |||||
2 Crescent Place, Oceanport NJ 07757-0900 | ||||||
Item 2. | ||||||
(a) | Name of Person Filing Wells Fargo & Company | |||||
(b) | Address of Principal Business Office or, if none, Residence 420 Montgomery Street, San Francisco, CA 94104 | |||||
(c) | Citizenship Delaware | |||||
(d) | Title of Class of Securities Common Stock | |||||
(e) | CUSIP Number 204166102 | |||||
Item 3. | 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: | |||||
(a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). | ||||
(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) | [] | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | ||||
(f) | [] | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | ||||
(g) | [X] | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | ||||
(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 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: 14,604,918* (See Exhibit C) | |||||
(b) | Percent of class: 35.04* (See Exhibit C)% | |||||
(c) | Number of shares as to which the person has: | |||||
(i) | Sole power to vote or to direct the vote 14,604,918* (See Exhibit C) | |||||
(ii) | Shared power to vote or to direct the vote 0* (See Exhibit C) | |||||
(iii) | Sole power to dispose or to direct the disposition of 27,058* (See Exhibit C) | |||||
(iv) | Shared power to dispose or to direct the disposition of 0* (See Exhibit C) | |||||
Person 2 | ||||||
1. | (a) Names of Reporting Persons. Wells Fargo Bank, N.A. | |||||
(b) Tax ID 94-1347393 | ||||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
(a) | [] | |||||
(b) | [X] | |||||
3. | SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | |||||
4. | Citizenship or Place of Organization United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. Sole Voting Power 14,593,860* (See Exhibit C) | ||||||
6. Shared Voting Power 0* (See Exhibit C) | ||||||
7. Sole Dispositive Power 16,793* (See Exhibit C) | ||||||
8. Shared Dispositive Power 0* (See Exhibit C) | ||||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,594,653* (See Exhibit C) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||||
11. | Percent of Class Represented by Amount in Row (9) 35.02* (See Exhibit C) % | |||||
12. | Type of Reporting Person (See Instructions) | |||||
BK | ||||||
Item 1. | ||||||
(a) | Name of Issuer CommVault Systems, Inc. | |||||
(b) | Address of Issuer's Principal Executive Offices | |||||
2 Crescent Place, Oceanport NJ 07757-0900 | ||||||
Item 2. | ||||||
(a) | Name of Person Filing Wells Fargo Bank, N.A. | |||||
(b) | Address of Principal Business Office or, if none, Residence 101 N. Phillips Avenue, Sioux Falls, SD 57104 | |||||
(c) | Citizenship United States of America | |||||
(d) | Title of Class of Securities Common Stock | |||||
(e) | CUSIP Number 204166102 | |||||
Item 3. | 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: | |||||
(a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). | ||||
(b) | [X ] | 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) | [] | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | ||||
(f) | [] | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | ||||
(g) | [] | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | ||||
(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 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: 14,594,653* (See Exhibit C) | |||||
(b) | Percent of class: 35.02* (See Exhibit C)% | |||||
(c) | Number of shares as to which the person has: | |||||
(i) | Sole power to vote or to direct the vote 14,593,860* (See Exhibit C) | |||||
(ii) | Shared power to vote or to direct the vote 0* (See Exhibit C) | |||||
(iii) | Sole power to dispose or to direct the disposition of 16,793* (See Exhibit C) | |||||
(iv) | Shared power to dispose or to direct the disposition of 0* (See Exhibit C) | |||||
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.[ ]. | ||||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||
Under the Agreement described in Exhibit C, other persons may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this report. Credit Suisse Securities (USA) LLC and certain of its affiliates may be deemed to beneficially own more than 5% of the shares of Common Stock outstanding at October 31, 2006. | ||||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||
See Exhibit B | ||||||
Item 8. | Identification and Classification of Members of the Group | |||||
Not applicable | ||||||
Item 9. | Notice of Dissolution of Group | |||||
Not applicable | ||||||
Item 10. | Certification |
|
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. |
February 09, 2007 | |
Date | |
/s/ Mark B. Kraske | |
Signature | |
Mark B. Kraske, VP Trust Operations Management Support Services | |
Name/Title |
Exhibit A |
EXPLANATORY NOTE This Schedule 13G is filed by Wells Fargo & Company on its own behalf and on behalf of each subsidiary listed on Exhibit B. Aggregate beneficial ownership reported by Wells Fargo & Company under Item 9 on page 2 is on a consolidated basis and includes any beneficial ownership separately reported herein by a subsidiary. |
Exhibit B |
The Schedule 13G to which this attachment is appended is filed by Wells Fargo & Company on behalf of the following subsidiaries: Wells Capital Management Incorporated (1) Wells Fargo Funds Management, LLC (1) Wells Fargo Bank, National Association (2) ________________ (1) Classified as a registered investment advisor in accordance with Regulation 13d-1(b)(1)(ii)(E). (2) Classified as a bank in accordance with Regulation 13d-1(b)(1)(ii)(B). |
Exhibit C |
Wells Fargo & Company (the "Parent Company") may be deemed to beneficially own 14,604,918 shares of the common stock, par value $0.01 ("Common Stock"), of CommVault Systems, Inc., consisting of 14,594,653 shares of Common Stock that Wells Fargo Bank, N.A. (the "Bank"), a subsidiary of the Parent Company, may be deemed to beneficially own as described below and 27,058 shares of Common Stock that other Parent Company subsidiaries may be deemed to beneficially own (see Exhibit B). Of the 14,594,653 shares of Common Stock that the Bank may be deemed to beneficially own, 14,577,860 shares are subject to a Voting Trust Agreement, dated as of September 21, 2006 (the "Agreement"), among Wells Fargo Bank, N.A.(the Bank), and Credit Suisse Securities (USA) LLC and certain of its affiliates. Under the Agreement, the shares have been deposited into a voting trust and are voted by the Bank in accordance with the Agreement. The Agreement requires that the Bank cause the shares of Common Stock subject to the Agreement to be represented at all CommVault stockholder meetings for purposes of determining a quorum, but the Bank is not required to vote the shares on any matter and any determination whether to vote the shares is required by the Agreement to be made by the Bank without consultation with Credit Suisse Securities (USA) LLC and its affiliates. If, however, the Bank votes the shares on any matter subject to a stockholder vote, including proposals involving the election of directors, change of control and other significant corporate transactions, the shares will be voted in the same proportion as votes cast “for” or “against” those proposals by other CommVault stockholders. The Agreement will terminate upon the earliest of:
The Agreement provides Credit Suisse First Boston Private Equity, Inc., Credit Suisse Securities (USA) LLC and the holders of a majority of the shares of Common Stock subject to the Agreement with the right to terminate the Agreement subject to the satisfaction of specified requirements, including that, immediately after giving effect to such termination, Credit Suisse First Boston Private Equity, Inc. and its affiliates will not be affiliates of CommVault within the meaning of Rule 144 of the Securities Act of 1933. The foregoing discussion of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Attachment A hereto and incorporated herein by reference. |
Exhibit D |
Attachment A: Voting Trust Agreement, dated as of September 21, 2006, among Wells Fargo Bank, N.A. and Credit Suisse Securities (USA) LLC and certain of its affiliates. |
Attention: | Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001) |
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