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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OCCAM NETWORKS INC/DE [ OCNW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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 | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |