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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CREDIT SUISSE/

(Last)

(First)

(Middle)

11 MADISON AVENUE

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2006

3. Issuer Name and Ticker or Trading Symbol
COMMVAULT SYSTEMS INC [ CVLT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,184,687⁽¹⁾	I	See Footnotes (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	4,000,000⁽⁴⁾	⁽³⁾	I⁽²⁾⁽⁴⁾	See Footnotes (2)(4)
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	621,334⁽⁵⁾	⁽³⁾	I⁽²⁾⁽⁵⁾	See Footnotes (2)(5)
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	666,666⁽⁶⁾	⁽³⁾	I⁽²⁾⁽⁶⁾	See Footnotes (2)(6)
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	400,000⁽⁷⁾	⁽³⁾	I⁽²⁾⁽⁷⁾	See Footnotes (2)(7)
Series E Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	400,000⁽⁸⁾	⁽³⁾	I⁽²⁾⁽⁸⁾	See Footnotes (2)(8)
Series AA Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	299,510⁽⁹⁾	⁽⁹⁾	I⁽²⁾⁽⁹⁾	See Footnotes (2)(9)
Series BB Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	413,225⁽¹⁰⁾	⁽¹⁰⁾	I⁽²⁾⁽¹⁰⁾	See Footnotes (2)(10)
Series CC Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	935,969⁽¹¹⁾	⁽¹¹⁾	I⁽²⁾⁽¹¹⁾	See Footnotes (2)(11)

Explanation of Responses:

1. See Footnote 1 on Exhibit 99.1

2. See Footnote 2 on Exhibit 99.1

3. See Footnote 3 on Exhibit 99.1

4. See Footnote 4 on Exhibit 99.1

5. See Footnote 5 on Exhibit 99.1

6. See Footnote 6 on Exhibit 99.1

7. See Footnote 7 on Exhibit 99.1

8. See Footnote 8 on Exhibit 99.1

9. See Footnote 9 on Exhibit 99.1

10. See Footnote 10 on Exhibit 99.1

11. See Footnote 11 on Exhibit 99.1

Remarks:

See Exhibit 99.1

	/s/ Ivy Dodes for Credit Suisse, on behalf of the Investment Banking Division	09/21/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.



Exhibit 99.1

(1)  Includes 10,520 shares owned directly by ESC II, 985,403 shares owned
directly by First ESC, 1,828,229 shares owned directly by DLJ International,
1,467,583 shares owned directly by DLJMB Funding, 3,733,757 shares owned
directly by DLJMB Partners, 97,631 shares owned directly by DLJ Offshore,
338,791 shares owned directly by DLJCC, 2,035,239 shares owned directly by
Sprout VII, 23,607 shares owned directly by Sprout CEO and 1,663,927 shares
owned directly by Sprout Growth.

(2)  In accordance with Securities and Exchange Commission Release No. 34-39538
(January 12, 1998), this Form 3 is being filed by Credit Suisse (the "Bank"), a
Swiss bank, on behalf of its subsidiaries to the extent that they constitute the
Investment Banking division (the "Investment Banking division") (the "Reporting
Person"). The Reporting Person provides financial advisory and capital raising
services, sales and trading for users and suppliers of capital around the world
and invests in and manages private equity and venture capital funds. The address
of the Bank's principal business and office is Uetlibergstrasse 231, P.O. Box
900, CH 8070 Zurich, Switzerland. The address of the Reporting Person's
principal business and office in the United States is Eleven Madison Avenue, New
York, New York 10010.

     The Bank owns directly a majority of the voting stock, and all of the
non-voting stock, of Credit Suisse Holdings (USA), Inc. ("CS Hldgs USA Inc"), a
Delaware corporation. The Bank's voting stock is entirely owned by Credit Suisse
Group ("CSG"), a corporation formed under the laws of Switzerland. CSG also owns
the remainder of the voting stock of CS Hldgs USA Inc.

     CS Hldgs USA Inc owns all of the voting stock of Credit Suisse (USA), Inc.
("CS USA Inc"), a Delaware corporation and holding company. CS USA Inc is the
sole member of Credit Suisse Securities (USA) LLC ("CS Sec USA LLC"), a Delaware
limited liability company and a registered broker-dealer. The address of the
principal business and office of each of CS Hldgs USA Inc, CS USA Inc and CS Sec
USA LLC is Eleven Madison Avenue, New York, New York 10010.

     Sprout Capital IX, L.P. ("Sprout IX"), Sprout Capital VII, L.P. ("Sprout
VII"), Sprout CEO Fund, L.P. ("Sprout CEO"), Sprout Entrepreneurs Fund, L.P.
("Sprout Entrepreneurs"), Sprout Growth II, L.P. ("Sprout Growth")and Sprout IX
Plan Investors, L.P. ("SIPI") are Delaware limited partnerships which make
investments for long-term appreciation. DLJ Capital Corporation ("DLJCC"), a
Delaware corporation and a wholly-owned subsidiary of CS USA Inc, acts as a
venture capital partnership management company. DLJCC is also the general
partner of Sprout CEO and Sprout Entrepreneurs. DLJCC is also the managing
general partner of Sprout IX, Sprout VII and Sprout Growth and, as such, is
responsible for their day-to-day management. DLJCC makes all of the investment
decisions on behalf of Sprout IX, Sprout VII, Sprout CEO, Sprout Entrepreneurs
and Sprout Growth. DLJ Associates IX, L.P. ("Associates IX"), a Delaware limited
partnership, is a general partner of Sprout IX and in accordance with the terms
of the relevant partnership agreement, does not participate in investment
decisions made on behalf of Sprout IX. DLJ Capital Associates IX, Inc. ("DLJCA
IX"), a Delaware corporation and wholly-owned subsidiary of DLJCC, is the
managing general partner of Associates IX. DLJ Associates VII, L.P. ("Associates
VII"), a Delaware limited partnership, is a general partner of Sprout VII and
in








accordance with the terms of the relevant partnership
agreement, does not participate in investment decisions made on behalf of Sprout
VII. DLJ Capital Associates VII, Inc. ("DLJCA VII"), a Delaware corporation and
wholly-owned subsidiary of DLJCC, is the managing general partner of Associates
VII. DLJ Growth Associates II, L.P. ("Associates II"), a Delaware limited
partnership, is a general partner of Sprout Growth and in accordance with the
terms of the relevant partnership agreement, does not participate in investment
decisions made on behalf of Sprout Growth. DLJ Growth Associates II, Inc.
("DLJGA II"), a Delaware corporation and wholly-owned subsidiary of DLJCC, is
the managing general partner of Associates II. DLJ LBO Plans II Management
Corporation ("DLJLBO II"), a Delaware corporation, is the general partner of
SIPI and, as such, is responsible for its day-to-day management. DLJLBO II makes
all of the investment decisions on behalf of SIPI. DLJLBO II is an indirect
wholly-owned subsidiary of CS USA Inc.

     Each of DLJ Merchant Banking Partners, L.P. ("DLJMB Partners"), a Delaware
limited partnership, DLJ Offshore Partners, C.V. ("DLJ Offshore"), a Netherlands
Antilles limited partnership, DLJ International Partners, C.V. ("DLJ
International"), a Netherlands Antilles limited partnership, DLJ First ESC, L.P.
("First ESC"), a Delaware limited partnership, DLJ ESC II, L.P. ("ESC II"), a
Delaware limited partnership, and DLJMB Funding Inc. ("DLJMB Funding"), a
Delaware corporation, makes investments for long-term appreciation.  DLJ
Merchant Banking, Inc. ("MB Inc"), a Delaware corporation, is (i) managing
general partner of DLJMB Partners and (ii) advisory general partner of DLJ
Offshore and DLJ International. MB Inc is an indirect wholly-owned subsidiary of
CS USA Inc. DLJ LBO Plans Management Corporation ("DLJLBO"), a Delaware
corporation, is the general partner of First ESC and ESC II and, as such, is
responsible for their day-to-day management. DLJLBO makes all of the investment
decisions on behalf of ESC II and First ESC. DLJLBO is an indirect wholly-owned
subsidiary of CS USA Inc. DLJ Offshore Management N.V. ("DLJ Offshore
Management"), a Netherlands Antilles Corporation, is resident general partner of
DLJ Offshore and DLJ International. DLJ Offshore Management is an indirect
wholly-owned subsidiary of CS USA Inc.

     The address of the principal business and office of each of DLJCC, DLJCA
IX, Associates IX, DLJCA VII, Associates VII, DLJGA II, Associates II, Sprout
IX, Sprout VII, Sprout CEO, Sprout Entrepreneurs, Sprout Growth, SIPI, DLJMB
Partners, DLJ Offshore, DLJ International, First ESC, ESC II, DLJLBO II, MB Inc,
DLJLBO, DLJ Offshore Management and DLJMB Funding is Eleven Madison Avenue, New
York, New York 10010.

     The ultimate parent company of the Bank is CSG. CSG is a global financial
services company, active in all major financial centers and providing a
comprehensive range of banking and insurance products. CSG and its consolidated
subsidiaries are comprised of the Bank and the Winterthur division (the
"Winterthur division"). In addition to the Investment Banking division, the Bank
is comprised of the Asset Management division (the "Asset Management division")
and the Private Banking division (the "Private Banking division"). The Asset
Management division provides asset management and investment advisory services
to institutional, mutual fund and private investors worldwide. The Private
Banking division offers global private banking and corporate and retail banking
services in Switzerland. The Winterthur division provides life and non-life
insurance and pension products to private and corporate clients worldwide. CSG's
business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.


     CSG, for purposes of the federal securities laws, may be deemed ultimately
to control the Bank and the Reporting Person. CSG, its executive officers and
directors, and its direct and indirect subsidiaries (including those
subsidiaries that constitute the Asset Management division, the Private Banking
division and the Winterthur division) may beneficially own securities to which
this Form 3 relates (the "Shares") and such Shares are not reported in this Form
3. CSG disclaims beneficial ownership of Shares beneficially owned by its direct
and indirect subsidiaries, including the Reporting Person. Each of the Asset
Management division, the Private Banking division and the Winterthur division
disclaims beneficial ownership of Shares beneficially owned by the Reporting
Person. The Reporting Person disclaims beneficial ownership of Shares
beneficially owned by CSG, the Asset Management division, the Private Banking
division and the Winterthur division.

(3)  Each share of Series A, B, C, D and E Preferred Stock is convertible
immediately into 2 shares of the Issuer's common stock and has no expiration
date.  The number of shares in Column 3 of Table II reflects the conversion
ratio to be effective upon the closing of the Issuer's initial public offering.

(4)  Includes 318,958 shares owned directly by First ESC, 598,970 shares owned
directly by DLJ International, 478,438 shares owned directly by DLJMB Funding,
1,238,462 shares owned directly by DLJMB Partners, 31,838 shares owned directly
by DLJ Offshore, 111,230 shares owned directly by DLJCC, 668,126 shares owned
directly by Sprout VII, 7,762 shares owned directly by Sprout CEO and 546,216
shares owned directly by Sprout Growth.

(5)  Includes 49,544 shares owned directly by First ESC, 93,040 shares owned
directly by DLJ International, 74,318 shares owned directly by DLJMB Funding,
192,374 shares owned directly by DLJMB Partners, 4,946 shares owned directly by
DLJ Offshore, 17,272 shares owned directly by DLJCC, 103,784 shares owned
directly by Sprout VII, 1,202 shares owned directly by Sprout CEO and 84,854
shares owned directly by Sprout Growth.

(6)  Includes 53,160 shares owned directly by First ESC, 99,828 shares owned
directly by DLJ International, 79,740 shares owned directly by DLJMB Funding,
206,410 shares owned directly by DLJMB Partners, 5,306 shares owned directly by
DLJ Offshore, 18,534 shares owned directly by DLJCC, 111,356 shares owned
directly by Sprout VII, 1,288 shares owned directly by Sprout CEO and 91,044
shares owned directly by Sprout Growth.

(7)  Includes 35,328 shares owned directly by First ESC, 60,808 shares owned
directly by DLJ International, 52,990 shares owned directly by DLJMB Funding,
114,196 shares owned directly by DLJMB Partners, 3,344 shares owned directly by
DLJ Offshore, 11,120 shares owned directly by DLJCC, 66,814 shares owned
directly by Sprout VII, 772 shares owned directly by Sprout CEO and 54,628
shares owned directly by Sprout Growth.

(8)  Includes 5,262 shares owned directly by ESC II, 35,328 shares owned
directly by First ESC, 60,808 shares owned directly by DLJ International, 47,728
shares owned directly by DLJMB Funding, 114,196 shares owned directly by DLJMB
Partners, 3,344 shares owned directly by DLJ Offshore, 11,120 shares owned
directly by DLJCC, 66,814 shares owned directly by Sprout VII, 772 shares owned
directly by Sprout CEO and 54,628 shares owned directly by Sprout Growth.














(9)  Each share of Series AA Preferred Stock is convertible immediately into
0.514 shares of the Issuer's common stock and has no expiration date. The
number of shares in Column 3 of Table II reflects the conversion ratio to be
effective upon the closing of the Issuer's initial public offering. Includes 624
shares owned directly by DLJCC, 284,620 shares owned directly by Sprout IX,
1,122 shares owned directly by Sprout Entrepreneurs and 13,144 shares owned
directly by SIPI.

(10)  Each share of Series BB Preferred Stock is convertible immediately into
0.5 shares of the Issuer's common stock and has no expiration date. The number
of shares in Column 3 of Table II reflects the conversion ratio to be effective
upon the closing of the Issuer's initial public offering. Includes 861 shares
owned directly by DLJCC, 392,682 shares owned directly by Sprout IX, 1,548
shares owned directly by Sprout Entrepreneurs and 18,134 shares owned directly
by SIPI.

(11)  Each share of Series CC Preferred Stock is convertible immediately into
0.5 shares of the Issuer's common stock and has no expiration date. The number
of shares in Column 3 of Table II reflects the conversion ratio to be effective
upon the closing of the Issuer's initial public offering. Includes 1,950 shares
owned directly by DLJCC, 889,439 shares owned directly by Sprout IX, 3,505
shares owned directly by Sprout Entrepreneurs and 41,075 shares owned directly
by SIPI.