SEC FORM 3

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^*

PERRY MARK W

(Last)

(First)

(Middle)

1119 ST. PAUL STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2007

3. Issuer Name and Ticker or Trading Symbol
ZHONE TECHNOLOGIES INC [ ZHNE ]

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)

X	Form filed by One Reporting Person
	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	7,424,527	I	See Note 1⁽¹⁾
Common Stock	4,510,143	I	See Note 2⁽²⁾
Common Stock	1,294,180	I	See Note 3⁽³⁾
Common Stock	1,817,129	I	See Note 4⁽⁴⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Common Stock Warrant (Right to Buy)	07/01/2004	08/08/2008	Common Stock	43,110	$3.39	I	See Note 1⁽¹⁾
Common Stock Warrant (Right to Buy)	07/01/2004	08/08/2008	Common Stock	26,849	$3.39	I	See Note 3⁽³⁾
Common Stock Warrant (Right to Buy)	07/01/2004	08/08/2008	Common Stock	13,425	$3.39	I	See Note 4⁽⁴⁾
Stock Option (Right to Buy)	02/08/2000	02/08/2010	Common Stock	3,525	$2.13	I	See Note 5⁽⁵⁾

Explanation of Responses:

1. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), which is the beneficial owner of the securities. 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 10 shares in which the Reporting Person has no actual pecuniary interest therein.

2. The Reporting Person is a general partner of NEA Partners 9, Limited Partnership, the sole general partner of New Enterprise Associates 9, Limited Partnership ("NEA 9"), which is the beneficial owner of the securities. 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.

3. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, the sole general partner of New Enterprise Associates 8A, Limited Partnership ("NEA 8A"), which is the beneficial owner of the securities. 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 8A shares in which the Reporting Person has no actual pecuniary interest therein.

4. The Reporting Person is a general partner of NEA Partners VIII, Limited Partnership, the general partner of New Enterprise Associates VIII, Limited Partnership ("NEA VIII"), which is the beneficial owner of the securities. 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 VIII shares in which the Reporting Person has no actual pecuniary interest therein.

5. The Reporting Person owns an interest in New Enterprise Associates, LLC, the sole shareholder of NEA Development Corp. ("NEA DC"), which is the beneficial owner of the securities. 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 DC shares in which the Reporting Person has no actual pecuniary interest therein.

	/s/ Louis S. Citron, attorney-in-fact	03/05/2007
	** 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 5 (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.