SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NEHRA JOHN M (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OCCAM NETWORKS INC/DE [ OCNW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/06/2006
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/06/2006		S		16,802	D	$21.5473	0	I	See Note 1(1)
Common Stock	04/06/2006		S		80,838	D	$21.5473	0	I	See Note 2(2)
Common Stock	04/07/2006		S		37	D	$23.01	0	I	See Note 3(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person is a general partner of NEA Partners VII, Limited Partnership ("NEA Partners VII"). All of the shares are held by NEA Partners VII and the Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of the shares held by NEA Partners VII, except to the extent of his actual pecuniary interest therein.

2. The Reporting Person is a general partner of NEA Partners VII, Limited Partnership, the sole general partner of New Enterprise Associates VII, Limited Partnership ("New Enterprise Associates VII"). All of the shares are held by New Enterprise Associates VII and the Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Act of 1934, as amended, or otherwise, of the shares held by New Enterprise Associates VII, except to the extent of his actual pecuniary interest therein.

3. The Reporting Person is a general partner of NEA General Partners, L.P. ("NEA General Partners"). All of the shares are held by NEA General Partners and the Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of the shares held by NEA General Partners, except to the extent of his actual pecuniary interest therein.

Remarks:

In addition to the shares reported herein, the Reporting Person indirectly owns through New Enterprise Associates 9, Limited Partnership ("NEA 9") 1,140,285 common shares of the issuer, 320,000 Series A-2 Preferred shares of the issuer and a warrant for 2,758 common shares of the issuer (the "NEA 9 Shares"). The Reporting Person is a general partner of NEA Partners 9, Limited Partnership, the general partner of NEA 9. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of such portion of the NEA 9 Shares in which the Reporting Person has no actual pecuniary interest therein. These shares have been previously reported.

	Louis S. Citron, attorney-in-fact	04/07/2006
	** 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 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).
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