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
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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*
PRESIDIO MANAGEMENT GROUP VII L L C

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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)
02/22/2011
4. 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 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 02/22/2011 D 2,986,463 D (1) 0 I(2) Directly owned by USVP VII
Common Stock 02/22/2011 D 31,107 D (1) 0 I(2) Directly owned by EP VII-A
Common Stock 02/22/2011 D 31,107 D (1) 0 I(2) Directly owned by EP VII-B
Common Stock 02/22/2011 D 62,216 D (1) 0 I(2) Directly owned by 2180 VII
Common Stock 02/22/2011 D 4,237 D (1) 0 I(2) Directly owned by Irwin Federman
Common Stock 02/22/2011 D 61,604 D (1) 0 I(2) Directly owned by Steven Krausz
Common Stock 02/22/2011 D 4,481 D (1) 0 I(2) Directly owned by Jonathan Root
Common Stock 02/22/2011 D 19 D (1) 0 I(2) Directly owned by Winston Fu
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
Stock Option (Right to Buy) $8.04 02/22/2011 D 500 07/12/2002 07/12/2012 Common Stock 500 (3) 0 I Directly owned by Steven Krausz(2)
Stock Option (Right to Buy) $2.8 02/22/2011 D 250 12/12/2002 12/12/2012 Common Stock 250 (4) 0 I Directly owned by Steven Krausz(2)
Stock Option (Right to Buy) $9.6 02/22/2011 D 250 (5) 05/29/2013 Common Stock 250 (6) 0 I Directly owned by Steven Krausz(2)
1. Name and Address of Reporting Person*
PRESIDIO MANAGEMENT GROUP VII L L C

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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*
US VENTURE PARTNERS V LP

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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*
USVP V INTERNATIONAL L P

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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*
2180 ASSOCIATES FUND V L P

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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*
FEDERMAN IRWIN

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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*
FU WINSTON S

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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*
KRAUSZ STEVEN M

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LIDDLE DAVID E

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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*
ROOT JONATHAN D

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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*
YOUNG PHILIP M

(Last) (First) (Middle)
2735 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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. Shares disposed of in the transaction undertaken pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and between Occam Networks, Inc. and Calix, Inc. and certain subsidiaries of Calix, Inc. pursuant to which each share of Occam Networks, Inc. common stock was exchanged for $3.8337 in cash and .2925 shares of Calix, Inc. common stock, having a market value of $18.44 per share on the effective date of the merger.
2. To the extent noted in Table 1 - Item 7, shares are, respectively, held directly by US Venture Partners VII, L.P. (USVP VII), USVP Entrepreneur Partners VII-A, L.P. ("EP VII-A"), USVP Entrepreneur Partners VII-B, L.P. ("EP VII-B"), and 2180 Associates Fund VII, L.P. ("2180 VII"). Presidio Management Group VII, LLC ("PMG VII"), the general partner of USVP VII, EP VII-A, EP VII-B and 2180 VII, and Irwin Federman, Steven M. Krausz, Jonathan D. Root, Philip M. Young, Winston Fu and David Liddle the managing members of PMG VII, may be deemed to share voting and dispositive power over the shares held by USVP VII, EP VII-A, EP VII-B and 2180 VII. Such persons and entities disclaim beneficial ownership of shares held by USVP VII, EP VII-A, EP VII-B and 2180 VII except to the extent of any pecuniary interest therein.
3. Pursant to the Merger Agreement, the options were cancelled in exchange for the right to receive cash-out consideration in an amount equal to $9.5967 less $8.04 exercise price or $1.5567 per share
4. Pursant to the Merger Agreement, the options were cancelled in exchange for the right to receive cash-out consideration in an amount equal to $9.5967 less $2.80 exercise price or $6.7967 per share.
5. The option became exercisable in two equal installments on 11/29/2003 and 5/29/2004.
6. Pursuant to the Merger Agreement, this grant was assumed by Calix, Inc. and subsequently cancelled because it was out of the money.
Remarks:
Michael P. Maher, Attorney in Fact for each reporting person or joint filer 02/24/2011
** Signature of Reporting Person Date
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