SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CHEN HERBERT (Last) (First) (Middle) 650 MADISON AVENUE 17TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/27/2010	3. Issuer Name and Ticker or Trading Symbol OCCAM NETWORKS INC/DE [ OCNW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.001 (the "Common Stock")	197,446	I	See Footnote(1)
Common Stock	422,500	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CHEN HERBERT (Last) (First) (Middle) 650 MADISON AVENUE 17TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LATTANZIO JOHN (Last) (First) (Middle) 650 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lattanzio Chen Partners LP (Last) (First) (Middle) 650 MADISON AVENUE 17TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CHEN CAPITAL PARTNERS L P (Last) (First) (Middle) 230 PARK AVENUE (Street) NEW YORK NY 10169 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lattanzio Chen Management, LLC (Last) (First) (Middle) 650 MADISON AVENUE 17TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Common Stock are held by Lattanzio Chen Partners, L.P and Chen Capital Partners L.P. Herbert Chen and John Lattanzio are the managing members of Lattanzio Chen Management, LLC, which serves as investment advisor to Lattanzio Chen Partners, L.P. Mr. Chen is the general partner of Chen Capital Partners, L.P. Each of Mr. Chen, Mr. Lattanzio, Lattanzio Chen Partners, L.P., Chen Capital Partners L.P. and Lattanzio Chen Management LLC (the "LC Parties" Persons") disclaim beneficial ownership of the shares of Common Stock to the extent such beneficial ownership exceeds such person's pecuniary interest therein.

2. Shares of Common Stock directly held by Mr. Chen.

Remarks:

As more fully disclosed in the Schedule 13D filed by the LC Parties with the Securities and Exchange Commission on September 27, 2010 (the "Schedule 13D"), as a result of the actions undertaken on behalf of the LC Parties and the other Reporting Persons (as defined in the Schedule 13D), the LC Parties may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with the other Reporting Persons. On information and belief, the LC Parties and the other Reporting Persons collectively own more than 10% of the total outstanding Common Stock of the Issuer. This Form 3 shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of any shares of Common Stock for any purpose, other than the shares of Common Stock reported on this Form 3. This Form 3 does not reflect any shares of Common Stock that are owned by any other Reporting Person.

	/s/ Herbert Chen	09/27/2010
	/s/ John Lattanzio	09/27/2010
	LATTANZIO CHEN MANAGEMENT LLC, by: /s/ Herbert Chen its managing member	09/27/2010
	CHEN CAPITAL PARTNERS, L.P. by: /s/ Herbert Chen its general partner	09/27/2010
	LATTANZIO CHEN PARTNERS, L.P., by: Lattanzio Chen Management, LLC,	09/27/2010
	** Signature of Reporting Person	Date
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