--------------------------
OMB APPROVAL
OMB Number 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response...14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL SCHEDULE 13G
Under the Securities Exchange Act of 1934
USN Communications, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
90336N204
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of the 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).
PAGE 1 OF 5 PAGES
<PAGE>
- --------------------------- --------------------------
CUSIP No. 90336N204 13G Page 2 of 5 Pages
- --------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HarbourVest Partners, LLC
I.R.S. No. 04-3335829
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
Number of
Shares 1,785,342
-------------------------------------------------------------------
Beneficially 6 SHARED VOTING POWER
Owned by
Each
-0-
-------------------------------------------------------------------
Reporting 7 SOLE DISPOSITIVE POWER
Person
With 1,785,342
-------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,785,342 (See Item 4a below).
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6% (See Item 4b below).
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 5 PAGES
<PAGE>
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 Sec. 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)
Item 1(a) Name of Issuer:
USN Communications, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
10 South Riverside Plaza
Suite 401
Chicago, IL 60606
Item 2(a) Name of Person Filing:
This filing is made on behalf of HarbourVest Partners, LLC
("HarbourVest").
Item 2(b) Address of the Principal Offices:
The principal business office of HarbourVest is One Financial
Center, 44th floor, Boston, Massachusetts 02111.
Item 2(c) Citizenship:
HarbourVest was organized and exists under the laws of the State
of Delaware.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
90336N204
Item 3 If the Statement is being filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(e) (X) Investment Adviser registered under ss.203 of the
Investment Advisers Act of 1940.
PAGE 3 OF 5 PAGES
<PAGE>
Item 4 Ownership:
(a) Amount Beneficially Owned: HarbourVest has beneficial
ownership of 1,785,342 shares of Common Stock. HarbourVest
is the managing member of the general partner of
HarbourVest Partners V-Direct Fund L.P. ("Fund V") which
owns 1,777,842 shares of the Issuer. HarbourVest also has
the right to receive 7,500 shares upon the exercise of stock
options. HarbourVest is under common control with another
company, Hancock Venture Partners, Inc., which is the
general partner of the general partner of HarbourVest
Partners IV-Direct Fund L.P. ("Fund IV") which owns
1,744,269 shares of the Issuer.
(b) Percent of Class: 7.6% through Fund V and 7.4% through Fund
IV for a total of 15.0%.
(c) (i) sole power to vote or to direct the vote:
HarbourVest has sole power to vote or to direct the
vote of 1,785,342 shares of Common Stock.
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
HarbourVest has sole power to dispose or to direct the
disposition of 1,785,342 shares of Common Stock.
(iv) shared power to dispose or to direct the disposition
of: -0-
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
See Item 4 above.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of a Group:
Not applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
PAGE 4 OF 5 PAGES
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
HarbourVest Partners, LLC
By:
-----------------------------------
Name: Martha D. Vorlicek
Dated: February 10, 1999 Title: Managing Director
PAGE 5 OF 5 PAGES
