----

----

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

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

----

----

| Delaware                                                       |   | 33-0974674                           |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|                                                           |   |                                 |
| 47448 Fremont Boulevard                                        |   | 94538                                |
| Fremont, California                                            |   | (Zip Code)                           |
| (Address of principal executive offices)                       |   |                                 |

| Title of Each Class                     |   | Name of Each Exchange on Which Registered |
|-----------------------------------------|--------|-------------------------------------------|
| Common Stock par value $0.001 per share |   | The NASDAQ Global Select Market           |

----

----

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

----

----

| PART III                                                     |   |
|--------------------------------------------------------------|--------|
| Item 14.   Principal Accounting Fees and Services  | 1      |
| PART IV                                                      |   |
| Item 15.   Exhibits, Financial Statement Schedules | 2      |
| SIGNATURES                                                   | 4      |
| EXHIBIT INDEX                                                | 5      |
| Exhibit 31.3                                                 |   |
| Exhibit 31.4                                                 |   |

----

Table of Contents

| Item 14. | Principal Accounting Fees and Services |
|----------|----------------------------------------|

|                   |   | Fiscal Year EndedDecember 31, |    |
|------------------------|--------|-------------------------------|---------|
|                   |   | 2014                          |    |   | 2013 |   |
| Audit Fees (1)         |   | $                             | 729,942 |   |   | $ | 985,419 |   |
| Audit-Related Fees (2) |   |                          | — |   |   |   | 160,401 |   |
| Tax Fees               |   |                          | — |   |   |   | 5,699 |   |
| All Other Fees         |   |                          | — |   |   |   | — |   |
|                   |   |                          |    |   |   |   |   |   |
| Total Fees             |   | $                             | 729,942 |   |   | $ | 1,151,519 |   |

----

| (1) | Includes fees for the audit of the annual financial statements and our internal control over financial reporting included in our Annual Report on Form 10-K, the review of interim financial statements included in our Quarterly Reports on Forms 10-Q, and statutory audits performed by our principal independent registered public accounting firm. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Audit-related fees principally include due diligence costs in connection with evaluating acquisitions. |
|-----|--------------------------------------------------------------------------------------------------------|

----

Table of Contents

| Item 15. | Exhibits, Financial Statement Schedules |
|----------|-----------------------------------------|

|   | (a)(1) | Financial Statements |
|--------|--------|----------------------|

|   | (b)(2) | Financial Statement Schedules |
|--------|--------|-------------------------------|

| (in thousands)                   |        | Balance atBeginningof Year |   |        | AdditionsCharged toExpense orOtherAccounts |   |    | Deductions |   |        | Balance atEnd of Year |   |
|----------------------------------|--------|----------------------------|--------|--------|--------------------------------------------|--------|----|------------|--------|--------|-----------------------|--------|
| Allowance for doubtful accounts: |        |                       |        |   |                                            |   |    |       |
| Year ended December 31, 2014     |   | $                          | 129    |   |                                       | $      | -  |       |   | $      | (82                   | )      |   | $ | 47 |   |
| Year ended December 31, 2013     |   |                       | 96     |   |                                       |   | 40 |       |   |   | (7                    | )      |   |   | 129 |   |
| Year ended December 31, 2012     |   |                       | 98     |   |                                       |   | 6  |       |   |   | (8                    | )      |   |   | 96 |   |

|   | (a)(3) | Exhibits |
|--------|--------|----------|

| 2.1*# Share Purchase Agreement, by and among the Company, Procera Networks Kelowna ULC, Vineyard Networks Inc., the shareholders of Vineyard Networks Inc. and John Drope & Associates Ltd., as representative of the shareholders of Vineyard Networks Inc., dated January 7, 2013, filed as Exhibit 2.1 to our current report on Form 8-K/A filed on February 13, 2013 and incorporated herein by reference. |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1* Certificate of Incorporation filed on June 13, 2013, included as Exhibit 3.3 to our current report on Form 8-K filed on June 14, 2013 and incorporated herein by reference.                                                                                                                                                                                                                                   |
| 3.2* Amended and Restated Bylaws, effective March 11, 2014, included as Exhibit 3.1 to our current report on Form 8-K filed on March 13, 2014 and incorporated herein by reference.                                                                                                                                                                                                                                |
| 4.1* Form of Common Stock Certificate, included as Exhibit 4.1 to our current report on Form 8-K filed on June 14, 2013 and incorporated herein by reference.                                                                                                                                                                                                                                                      |
| 10.1*‡ 2003 Stock Option Plan, included as Exhibit 10.1 to our registration statement on Form SB-2 filed on January 8, 2004 and incorporated herein by reference.                                                                                                                                                                                                                                            |
| 10.2*‡ Amended 2004 Stock Option Plan, included as Exhibit 99.3 to our current report on Form 8-K filed on October 13, 2005 and incorporated herein by reference.                                                                                                                                                                                                                                            |
| 10.3*‡ Restated Executive Employment Agreement for James F. Brear, dated as of December 4, 2012, included as Exhibit 10.1 to our current report on Form 8-K filed on December 5, 2012 and incorporated herein by reference.                                                                                                                                                                                  |
| 10.4*‡ Restated Executive Employment Agreement for Charles Constanti, dated as of December 3, 2012, included as Exhibit 10.2 to our current report on Form 8-K filed on December 5, 2012 and incorporated herein by reference.                                                                                                                                                                               |
| 10.5*‡ Form of Indemnity Agreement, included as Exhibit 10.1 to our current report on Form 8-K filed on June 14, 2013 and incorporated herein by reference.                                                                                                                                                                                                                                                  |
| 10.6* Amended and Restated Loan and Security Agreement by and between the Company and Silicon Valley Bank, dated February 3, 2012, included as Exhibit 10.1 to our current report on Form 8-K filed on February 8, 2012 and incorporated herein by reference.                                                                                                                                                      |
| 10.7*‡ Form of Restricted Stock Bonus Grant Notice (2007 Equity Incentive Plan, as amended), included as Exhibit 10.2 to our quarterly report on Form 10-Q filed on May 10, 2011 and incorporated herein by reference.                                                                                                                                                                                       |
| 10.8*‡ Form of Restricted Stock Bonus Agreement (2007 Equity Incentive Plan, as amended), included as Exhibit 10.3 to our quarterly report on Form 10-Q filed on May 10, 2011 and incorporated herein by reference.                                                                                                                                                                                          |
| 10.9*‡ 2007 Equity Incentive Plan, as amended, included as Exhibit 10.1 to our current report on Form 8-K filed on June 3, 2013 and incorporated herein by reference.                                                                                                                                                                                                                                        |

----

Table of Contents

| 10.10*‡  Form of Inducement Grant Option Agreement entered into between the Company and certain Canadian employees, included as Exhibit 4.3 to our registration statement on Form S-8 filed on February 13, 2013 and incorporated herein by reference.                                      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.11*‡   Form of Inducement Grant Option Agreement entered into between the Company and certain U.S. employees, included as Exhibit 4.4 to our registration statement on Form S-8 filed on February 13, 2013 and incorporated herein by reference.                                    |
| 10.12*‡   Form of Restricted Stock Unit Award Agreement for United States residents (2007 Equity Incentive Plan, as amended), included as Exhibit 10.12 to our annual report on Form 10-K filed on March 11, 2014 and incorporated herein by reference.                                |
| 10.13*‡   Form of Restricted Stock Unit Award Agreement for Swedish residents (2007 Equity Incentive Plan, as amended) included as Exhibit 10.13 to our annual report on Form 10-K filed on March 11, 2014 and incorporated herein by reference.                                       |
| 10.14*‡   Form of Restricted Stock Unit Award Agreement for Canadian residents (2007 Equity Incentive Plan, as amended) included as Exhibit 10.14 to our annual report on Form 10-K filed on March 11, 2014 and incorporated herein by reference.                                      |
| 10.15*‡   Form of Restricted Stock Unit Award Agreement for residents outside the United States, Sweden and Canada (2007 Equity Incentive Plan, as amended), included as Exhibit 10.15 to our annual report on Form 10-K filed on March 11, 2014 and incorporated herein by reference. |
| 21.1** List of Subsidiaries.                                                                                                                                                                                                                                                                           |
| 23.1** Consent of Registered Public Accounting Firm – McGladrey LLP.                                                                                                                                                                                                                             |
| 23.2** Consent of Registered Public Accounting Firm – Ernst & Young LLP.                                                                                                                                                                                                                     |
| 24.1** Power of Attorney (included on signature page hereto).                                                                                                                                                                                                                                          |
| 31.1** Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                             |
| 31.2** Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                             |
| 31.3 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                               |
| 31.4 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                               |
| 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                          |
| 101.INS XBRL Instance Document.                                                                                                                                                                                                                                                                        |
| 101.SCH XBRL Taxonomy Extension Schema.                                                                                                                                                                                                                                                                |
| 101.CAL XBRL Taxonomy Extension Calculation Linkbase.                                                                                                                                                                                                                                                  |
| 101.DEF XBRL Taxonomy Extension Definition Linkbase.                                                                                                                                                                                                                                                   |
| 101.LAB XBRL Taxonomy Extension Label Linkbase.                                                                                                                                                                                                                                                        |
| 101.PRE XBRL Taxonomy Extension Presentation Linkbase.                                                                                                                                                                                                                                                 |

|   | (b) | Exhibits |
|--------|-----|----------|

|   | (c) | Financial Statement Schedules |
|--------|-----|-------------------------------|

----

Table of Contents

|                 | Procera Networks, Inc. |
|----------------------|------------------------|
|                 |                   |   |
| Date: April 21, 2015 | By:                    | /s/ James Brear |
|                 |                   | James Brear |
|                 |                   | President and Chief Executive Officer |
|                 |                   |   |
| Date: April 21, 2015 | By:                    | /s/ Charles Constanti |
|                 |                   | Charles Constanti |
|                 |                   | Chief Financial Officer |

----

Table of Contents

| 2.1*# Share Purchase Agreement, by and among the Company, Procera Networks Kelowna ULC, Vineyard Networks Inc., the shareholders of Vineyard Networks Inc. and John Drope & Associates Ltd., as representative of the shareholders of Vineyard Networks Inc., dated January 7, 2013, filed as Exhibit 2.1 to our current report on Form 8-K/A filed on February 13, 2013 and incorporated herein by reference. |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1* Certificate of Incorporation filed on June 13, 2013, included as Exhibit 3.3 to our current report on Form 8-K filed on June 14, 2013 and incorporated herein by reference.                                                                                                                                                                                                                                   |
| 3.2* Amended and Restated Bylaws, effective March 11, 2014, included as Exhibit 3.1 to our current report on Form 8-K filed on March 13, 2014 and incorporated herein by reference.                                                                                                                                                                                                                                |
| 4.1* Form of Common Stock Certificate, included as Exhibit 4.1 to our current report on Form 8-K filed on June 14, 2013 and incorporated herein by reference.                                                                                                                                                                                                                                                      |
| 10.1*‡ 2003 Stock Option Plan, included as Exhibit 10.1 to our registration statement on Form SB-2 filed on January 8, 2004 and incorporated herein by reference.                                                                                                                                                                                                                                            |
| 10.2*‡ Amended 2004 Stock Option Plan, included as Exhibit 99.3 to our current report on Form 8-K filed on October 13, 2005 and incorporated herein by reference.                                                                                                                                                                                                                                            |
| 10.3*‡ Restated Executive Employment Agreement for James F. Brear, dated as of December 4, 2012, included as Exhibit 10.1 to our current report on Form 8-K filed on December 5, 2012 and incorporated herein by reference.                                                                                                                                                                                  |
| 10.4*‡ Restated Executive Employment Agreement for Charles Constanti, dated as of December 3, 2012, included as Exhibit 10.2 to our current report on Form 8-K filed on December 5, 2012 and incorporated herein by reference.                                                                                                                                                                               |
| 10.5*‡ Form of Indemnity Agreement, included as Exhibit 10.1 to our current report on Form 8-K filed on June 14, 2013 and incorporated herein by reference.                                                                                                                                                                                                                                                  |
| 10.6* Amended and Restated Loan and Security Agreement by and between the Company and Silicon Valley Bank, dated February 3, 2012, included as Exhibit 10.1 to our current report on Form 8-K filed on February 8, 2012 and incorporated herein by reference.                                                                                                                                                      |
| 10.7*‡ Form of Restricted Stock Bonus Grant Notice (2007 Equity Incentive Plan, as amended), included as Exhibit 10.2 to our quarterly report on Form 10-Q filed on May 10, 2011 and incorporated herein by reference.                                                                                                                                                                                       |
| 10.8*‡ Form of Restricted Stock Bonus Agreement (2007 Equity Incentive Plan, as amended), included as Exhibit 10.3 to our quarterly report on Form 10-Q filed on May 10, 2011 and incorporated herein by reference.                                                                                                                                                                                          |
| 10.9*‡ 2007 Equity Incentive Plan, as amended, included as Exhibit 10.1 to our current report on Form 8-K filed on June 3, 2013 and incorporated herein by reference.                                                                                                                                                                                                                                        |
| 10.10*‡  Form of Inducement Grant Option Agreement entered into between the Company and certain Canadian employees, included as Exhibit 4.3 to our registration statement on Form S-8 filed on February 13, 2013 and incorporated herein by reference.                                                                                                                                                  |
| 10.11*‡   Form of Inducement Grant Option Agreement entered into between the Company and certain U.S. employees, included as Exhibit 4.4 to our registration statement on Form S-8 filed on February 13, 2013 and incorporated herein by reference.                                                                                                                                                |
| 10.12*‡   Form of Restricted Stock Unit Award Agreement for United States residents (2007 Equity Incentive Plan, as amended), included as Exhibit 10.12 to our annual report on Form 10-K filed on March 11, 2014 and incorporated herein by reference.                                                                                                                                            |
| 10.13*‡   Form of Restricted Stock Unit Award Agreement for Swedish residents (2007 Equity Incentive Plan, as amended) included as Exhibit 10.13 to our annual report on Form 10-K filed on March 11, 2014 and incorporated herein by reference.                                                                                                                                                   |
| 10.14*‡   Form of Restricted Stock Unit Award Agreement for Canadian residents (2007 Equity Incentive Plan, as amended) included as Exhibit 10.14 to our annual report on Form 10-K filed on March 11, 2014 and incorporated herein by reference.                                                                                                                                                  |
| 10.15*‡   Form of Restricted Stock Unit Award Agreement for residents outside the United States, Sweden and Canada (2007 Equity Incentive Plan, as amended), included as Exhibit 10.15 to our annual report on Form 10-K filed on March 11, 2014 and incorporated herein by reference.                                                                                                             |
| 21.1** List of Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                       |
| 23.1** Consent of Registered Public Accounting Firm – McGladrey LLP.                                                                                                                                                                                                                                                                                                                                         |
| 23.2** Consent of Registered Public Accounting Firm – Ernst & Young LLP.                                                                                                                                                                                                                                                                                                                                 |
| 24.1** Power of Attorney (included on signature page hereto).                                                                                                                                                                                                                                                                                                                                                      |
| 31.1** Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                         |
| 31.2** Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                         |
| 31.3 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                           |
| 31.4 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                           |
| 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                      |
| 101.INS XBRL Instance Document.                                                                                                                                                                                                                                                                                                                                                                                    |
| 101.SCH XBRL Taxonomy Extension Schema.                                                                                                                                                                                                                                                                                                                                                                            |

----

Table of Contents

| 101.CAL XBRL Taxonomy Extension Calculation Linkbase.  |
|--------------------------------------------------------|
| 101.DEF XBRL Taxonomy Extension Definition Linkbase.   |
| 101.LAB XBRL Taxonomy Extension Label Linkbase.        |
| 101.PRE XBRL Taxonomy Extension Presentation Linkbase. |

----