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* 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) 02/21/2007
	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	02/21/2007		J(3)		662,134	D	(3)	2,986,463	I(1)	Directly Owned by USVP VII
Common Stock	02/21/2007		J(3)		13,794	D	(3)	62,216	I(1)	Directly Owned by 2180 VII
Common Stock	02/21/2007		J(3)		6,897	D	(3)	31,107	I(1)	Directly Owned by EP VII-A
Common Stock	02/21/2007		J(3)		6,897	D	(3)	31,107	I(1)	Directly Owned by EP VII-B
Common Stock	02/21/2007		J(3)		276	A	(3)	0	D
Common Stock	02/21/2007		S		276	D	$14.32	0	D
Common Stock	02/21/2007		J(3)		72,251	D	(3)	325,879	I(2)	Directly Owned by USVP V
Common Stock	02/21/2007		J(3)		4,013	D	(3)	18,103	I(2)	Directly Owned by V Int'l
Common Stock	02/21/2007		J(3)		2,248	D	(3)	10,137	I(2)	Directly Owned by 2180 V
Common Stock	02/21/2007		J(3)		1,766	D	(3)	7,965	I(2)	Directly Owned by EP V
Common Stock	02/21/2007		J(3)		15,904	A	(3)	0	I(2)	Directly owned by PMG 5
Common Stock	02/21/2007		J(4)		15,904	D	(4)	0	I(2)	Directly Owned by PMG 5
Common Stock	02/21/2007		I(4)		4,237	A	(4)	4,237	I(1)(2)	Directly owned by Irwin Federman
Common Stock	02/21/2007		J(4)		2,570	A	(4)	2,570	I(1)(2)	Directly owned by Steven Krausz
Common Stock	02/21/2007		J(4)		1,138	A	(4)	1,138	I(1)(2)	Directly owned by Jonathan Root
Common Stock	02/21/2007		J(4)		4,237	A	(4)	4,237	I(1)(2)	Directly owned by Philip Young
Common Stock	02/21/2007		J(4)		2,600	A	(4)	2,600	I(1)	Directly owned by David Liddle

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

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* 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* 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* 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)

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* 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)

Explanation of Responses:

1. This Form 4 reporting is a continuation of the Form 4 issued by Presidio Management Group VII, LLC dated same day. As 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.

2. As noted in Table 1 - Item 7 , shares are, respectively, held directly by US Venture Partners V, L.P. (USVP V), USVP V International, L.P. ("V Int'l"), 2180 Associates Fund V, L.P. ("2180 V"), and USVP V Entrepreneur Partners, L.P. ("EP V"). Presidio Management Group V, LLC ("PMG V"), the general partner of USVP V, V Int'l, 2180 V and EP V, and Irwin Federman, Steven M. Krausz, Jonathan D. Root and Philip M. Young, the managing members of PMG V, may be deemed to share voting and dispositive power over the shares held by USVP V, V Int'l, 2180 V and EP V. Such persons and entities disclaim beneficial ownership of shares held by USVP V, V Int'l, 2180 V and EP V except to the extent of any pecuniary interest therein.

3. Distribution in kind from partnership without consideration to its general and limited partners.

4. Distribution in kind to the members and managing members of the general partner.

Remarks:

	Michael P. Maher, Attorney in Fact for each Joint Filer	02/22/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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