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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 22.59 | 02/22/2011 | A | 121 (4) | (5) | 09/21/2015 | Common Stock | 121 | (4) | 121 | D | ||||
| Stock Option (right to buy) | $ 22.59 | 02/22/2011 | A | 182 (6) | (5) | 09/21/2015 | Common Stock | 182 | (6) | 303 | D | ||||
| Stock Option (right to buy) | $ 42.6 | 02/22/2011 | A | 2,435 (7) | (5) | 04/27/2016 | Common Stock | 2,435 | (7) | 2,738 | D | ||||
| Stock Option (right to buy) | $ 18.44 | 02/22/2011 | A | 10,000 | (8) | 02/22/2021 | Common Stock | 10,000 | $ 0 | 12,738 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PARDUN THOMAS E C/O CALIX, INC. 1035 N. MCDOWELL BLVD. PETALUMA, CA 94952 |
X | |||
| /s/ Thomas Pardun | 02/23/2011 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Pursuant to the Agreement and Plan of Merger and Reorganization (the "Merger Agreement") dated as of September 16, 2010 by and among Calix, Inc., Ocean Sub I, Inc., Ocean Sub II, LLC and Occam Networks, Inc. ("Occam"), the Reporting Person exchanged 64,228 shares of Common Stock of Occam for a cash payment of $246,231 and 18,786 shares of Common Stock of Calix ($3.8337 in cash and 0.2925 shares of Common Stock of Calix for each share of Common Stock of Occam). |
| (2) | Restricted stock units ("RSUs"). The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting. The RSUs shall vest annually over three (3) years such that 1,511 of the RSUs will vest on February 22, 2012, 1,511 of the RSUs will vest on February 22, 2013, and the remaining 1,511 of the RSUs will vest on February 22, 2014. |
| (3) | Includes 4,533 RSUs. |
| (4) | Pursuant to the Merger Agreement, as of the effective time of the merger, options to purchase 250 shares of Common Stock of Occam at an exercise price of $11.00 per share were assumed by Calix and exchanged for this option grant. |
| (5) | 100% of the shares subject to the option are fully vested and exercisable. |
| (6) | Pursuant to the Merger Agreement, as of the effective time of the merger, options to purchase 375 shares of Common Stock of Occam at an exercise price of $11.00 per share were assumed by Calix and exchanged for this option grant. |
| (7) | Pursuant to the Merger Agreement, as of the effective time of the merger, options to purchase 5,000 shares of Common Stock of Occam at an exercise price of $20.75 per share were assumed by Calix and exchanged for this option grant. |
| (8) | One-third of the shares subject to the option will vest and become exercisable one (1) year after February 22, 2011 (the "Vesting Commencement Date"), and 1/36th of the total number of shares will vest and become exercisable in twenty-four (24) successive and equal monthly installments thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date. |