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
IKANOS COMMUNICATIONS [ IKAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/27/2005 | ||||||||||||||||||||||||||
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 | 09/27/2005 | C(1) | 135,805 | A | (2) | 135,805 | I | See footnote(3) | ||
Common Stock | 09/27/2005 | C(4) | 308,939 | A | (2) | 444,744 | I | See footnote(5) | ||
Common Stock | 09/27/2005 | C(6) | 543,325 | A | (2) | 988,069 | I | See footnote(7) | ||
Common Stock | 09/27/2005 | C(8) | 1,762,826 | A | (2) | 2,750,895 | I | See footnote(9) | ||
Common Stock | 09/27/2005 | C(10) | 299,129 | A | (2) | 3,050,024 | I | See footnote(11) |
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 | ||||||||
Series A Preferred Stock | (2) | 09/27/2005 | C | 135,805 | (12) | (12) | Common Stock | 135,805 | $0 | 0 | I | See footnote(3) | |||
Series B Preferred Stock | (2) | 09/27/2005 | C | 308,939 | (12) | (12) | Common Stock | 308,939 | $0 | 0 | I | See footnote(5) | |||
Series C Preferred Stock | (2) | 09/27/2005 | C | 543,325 | (12) | (12) | Common Stock | 543,325 | $0 | 0 | I | See footnote(7) | |||
Series D Preferred Stock | (2) | 09/27/2005 | C | 1,762,826 | (12) | (12) | Common Stock | 1,762,826 | $0 | 0 | I | See footnote(9) | |||
Series E Preferred Stock | (2) | 09/27/2005 | C | 299,129 | (12) | (12) | Common Stock | 299,129 | $0 | 0 | I | See footnote(11) |
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. Represents shares of Common Stock issued upon conversion of Series A Preferred Stock. |
2. Not applicable. |
3. Includes 125,875 shares held by Sequoia Capital VIII ("Sequoia VIII"), 1,597 shares held by Sequoia International Technology Partners VIII ("Sequoia ITP VIII") and 8,333 shares held by Sequoia International Technology Partners VIII (Q) ("Sequoia ITPVIII (Q)"). Michael L. Goguen (who is a director of the Issuer and files separate Section 16(a) reports), Douglas M. Leone, Michael J. Moritz and Mark A. Stevens are managing members of SC VIII Management, LLC, the general partner of Sequoia VIII, Sequoia ITP VIII and Sequoia ITP VIII (Q). Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
4. Represents shares of Common Stock issued upon conversion of Series B Preferred Stock. |
5. Includes 286,851 shares held by Sequoia VIII, 3,552 shares held by Sequoia ITP VIII and 18,536 shares held by Sequoia ITPVIII (Q). Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
6. Represents shares of Common Stock issued upon conversion of Series C Preferred Stock. |
7. Includes 504,478 shares held by Sequoia VIII, 6,248 shares held by Sequoia ITP VIII and 32,599 shares held by Sequoia ITPVIII (Q). Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
8. Represents shares of Common Stock issued upon conversion of Series D Preferred Stock. |
9. Includes 1,062,017 shares held by Sequoia VIII, 13,153 shares held by Sequoia ITP VIII, 68,627 shares held by Sequoia ITPVIII (Q), 544,746 shares held by Sequoia Capital Franchise Fund ("Sequoia FF") and 74,283 shares held by Sequoia Capital Franchise Partners ("Sequoia CFP"). Messrs. Goguen, Leone, Moritz and Stevens are managing members of SCFF Management, LLC, the general partner of Sequoia FF and Sequoia CFP. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. |
10. Represents shares of Common Stock issued upon conversion of Series E Preferred Stock. |
11. Includes 180,211 shares held by Sequoia VIII, 2,232 shares held by Sequoia ITP VIII, 11,645 shares held by Sequoia ITPVIII (Q), 92,436 shares held by Sequoia FF and 12,605 shares held by Sequoia CFP. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. |
12. Each share is immediately convertible into one share of Common Stock and has no expiration date. |
/s/ Douglas M. Leone, Authorized Signer | 09/29/2005 | |
** 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. |