UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A





Amendment No. 1





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarter ended December 31, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from             
to

Commission File
No. 001-35300





UBIQUITI NETWORKS, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 32-0097377                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

91 E. Tasman Drive, San Jose, CA 95134

(Address of principal executive offices, Zip Code)

(408) 942-3085

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of accelerated filer, large accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

As of January 27, 2012, 91,850,697 shares of Common Stock, par value $0.001, were issued and outstanding.









---

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 (the Amendment) to our Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 2011 (the Form 10-Q) is to re-file Exhibit 10.16 to the Form 10-Q and remove the references to a confidential treatment request with respect to Exhibit 10.16 in the list of exhibits. In addition, as required by
Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits hereto. No other changes have been made to the Form 10-Q.
This Amendment speaks as of the original filing date of Form 10-Q and has not been updated to reflect events occurring subsequent to the original filing date.



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Item 6. Exhibits



|              |  |                                                                                                                                                                                    
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  |                                                                                                                                                                                    
|              | 
|10.16         |  | Office Lease, dated as of December 8, 2011 and executed on December 22, 2011, by and between Ubiquiti Networks, Inc. and Carr NP Properties, L.L.C.                                
|              | 
|31.1          |  | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.                                       
|              | 
|31.2          |  | Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.                                       
|              | 
|32.1(1)       |  | Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
§1350.
|              | 
|101.INS(1)(2) |  | XBRL Instance Document                                                                                                                                                             
|              | 
|101.SCH(1)(2) |  | XBRL Taxonomy Schema Linkbase Document                                                                                                                                             
|              | 
|101.CAL(1)(2) |  | XBRL Taxonomy Calculation Linkbase Document                                                                                                                                        
|              | 
|101.DEF(1)(2) |  | XBRL Taxonomy Definitions Linkbase Document                                                                                                                                        
|              | 
|101.LAB(1)(2) |  | XBRL Taxonomy Labels Linkbase Document                                                                                                                                             
|              | 
|101.PRE(1)(2) |  | XBRL Taxonomy Presentation Linkbase Document                                                                                                                                       



|(1) | Filed as exhibits to our 10-Q Quarterly Report for the period ended December 31, 2011, filed with the Securities and Exchange Commission on February 1, 2012
and incorporated by reference herein.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or
prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |                         |  |                                                                   
|--------------------- |  | ----------------------- |  | ------------------------------------------------------------------
|                      |  | UBIQUITI NETWORKS, INC.
|                      |  |                        
|Dated: March 20, 2012 |  | By:                     |  | /s/ Robert J. Pera                                                
|                      |  |                         |  | Robert J. Pera                                                    
|                      |  |                        
|                      |  |                         |  | Chief Executive Officer and Director (Principal Executive Officer)
|                      |  |                        
|Dated: March 20, 2012 |  | By:                     |  | /s/ John Ritchie                                                  
|                      |  |                         |  | John Ritchie                                                      
|                      |  |                        
|                      |  |                         |  | Chief Financial Officer
(Principal Financial Officer)             



4



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Exhibit Index



|              |  |                                                                                                                                                                                    
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  |                                                                                                                                                                                    
|              | 
|10.16         |  | Office Lease, dated as of December 8, 2011 and executed on December 22, 2011, by and between Ubiquiti Networks, Inc. and Carr NP Properties, L.L.C.                                
|              | 
|31.1          |  | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.                                       
|              | 
|31.2          |  | Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.                                       
|              | 
|32.1(1)       |  | Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
§1350.
|              | 
|101.INS(1)(2) |  | XBRL Instance Document                                                                                                                                                             
|              | 
|101.SCH(1)(2) |  | XBRL Taxonomy Schema Linkbase Document                                                                                                                                             
|              | 
|101.CAL(1)(2) |  | XBRL Taxonomy Calculation Linkbase Document                                                                                                                                        
|              | 
|101.DEF(1)(2) |  | XBRL Taxonomy Definitions Linkbase Document                                                                                                                                        
|              | 
|101.LAB(1)(2) |  | XBRL Taxonomy Labels Linkbase Document                                                                                                                                             
|              | 
|101.PRE(1)(2) |  | XBRL Taxonomy Presentation Linkbase Document                                                                                                                                       



|(1) | Filed as exhibits to our 10-Q Quarterly Report for the period ended December 31, 2011 filed with the Securities and Exchange Commission on February 1, 2012
and incorporated by reference herein.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or
prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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