Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported, on January 7, 2013, Procera Networks, Inc. (the "Company") and Procera Networks Kelowna ULC, an indirect wholly-owned subsidiary of the Company, entered into a Share Purchase Agreement (the "Purchase Agreement") with Vineyard Networks Inc. ("Vineyard"), the holders of all of the outstanding equity of Vineyard (the "Shareholders") and John Drope & Associates Ltd., as representative of the Shareholders, to acquire all of the outstanding capital shares of Vineyard (the "Acquisition"). The Acquisition was completed on January 9, 2013. Pursuant to the Purchase Agreement, the Company paid approximately $27.214 million (CDN) for the Acquisition, comprised of approximately $12.248 million (CDN) in cash and approximately 825,060 shares of the Company's common stock. The final Acquisition price is subject to adjustment based on a post-closing audit of Vineyard's working capital as of the closing.

The foregoing description of the Purchase Agreement does not purport to be a complete description of all terms of the Purchase Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement, which the Company anticipates will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

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