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* NORWEST VENTURE PARTNERS VIII LP (Last) (First) (Middle) 525 UNIVERSITY AVENUE SUITE 800 (Street) PALO ALTO CA 94301 (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) 11/07/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year) 11/09/2006	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	11/07/2006		S		304,718	D	$13.23	617,101(4)	D(1)(3)
Common Stock	11/07/2006		C		1,414,279	A	(5)	2,031,380	D(1)(3)
Common Stock	11/07/2006		S		15,282	D	$13.23	30,499(4)	I	By limited partnership(2)(3)
Common Stock	11/07/2006		C		70,266	A	(5)	100,765	I	By limited partnership(2)(3)

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
Series A-2 Preferred Stock	(5)	11/07/2006		C			622,283(6)	(8)	(8)	Common Stock	1,414,279	(5)	0	D(1)(3)
Series A-2 Preferred Stock	(5)	11/07/2006		C			30,917(7)	(3)	(3)	Common Stock	70,266	(5)	0	I	By limited partnership(2)(3)

1. Name and Address of Reporting Person* NORWEST VENTURE PARTNERS VIII LP (Last) (First) (Middle) 525 UNIVERSITY AVENUE SUITE 800 (Street) PALO ALTO CA 94301 (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* ITSACA VC PATNERS VIII LLP (Last) (First) (Middle) 525 UNIVERSITY AVENUE SUITE 800 (Street) PALO ALTO CA 94301 (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* HAQUE PROMOD (Last) (First) (Middle) C/O NORWEST VENTURE PARTNERS 525 UNIVERSITY AVENUE, SUITE 800 (Street) PALO ALTO CA 94301 (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* STILL GEORGE J JR (Last) (First) (Middle) C/O NORWEST VENTURE PARTNERS 525 UNIVERSITY AVENUE, SUITE 800 (Street) PALO ALTO CA 94301 (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* ABBOTT ROBERT B (Last) (First) (Middle) C/O NORWEST VENTURE PARTNERS 525 UNIVERSITY AVENUE, SUITE 800 (Street) PALO ALTO CA 94301 (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* WHALEY JOHN P (Last) (First) (Middle) 3600 IDS CENTER 80 S. EIGHTH STREET (Street) MINNEAPOLIS MN 94301 (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. Norwest Venture Partners VIII, LP, a Minnesota limited partnership ("NVP VIII") is the record owner of the securities listed on Lines 1 of and 2 of Table I and Line 1 of Table II. With respect to the reporting persons named in this Form 4, Itasca VC Partners VIII, LLP ("Itasca VC Parnters VIII") is the general partner of NVP VIII; Promod Haque and George J. Still, Jr. are the managing general partners; and John P. Whaley is the managing administrative partner. As a result, Itasca VC Partners VIII and Messrs. Haque, Still, and Whaley may be deemed to beneficially own the securities held by NVP VIII. Each of Itasca VC Partners VIII and Messrs. Haque, Still, and Whaley disclaim beneficial ownership of such securities, except to the extent of its or his indirect penuniary interest therein.

2. The securities listed on Lines 3 and 4 of Table I and Line 2 of Table II are held of record by NVP Entrepreneurs Fund VIII, L.P., a Delaware limited partnership ("NVP-E VIII"), whose general partner is Itasca VC Partners VIII. Promod Haque and George J. Still, Jr. are the managing partners, and John P. Whaley is the managing administrative partner of Itasca VC Partners VIII. As a result, Itasca VC Partners VIII and Messrs. Haque, Still, and Whaley may be deemed to beneficially own the securities held by NVP-E VIII. Each of Itasca VC Partners VIII and Messrs. Haque, Still, and Whaley disclaim beneficial ownership of such securities, except to the extent of his indirect penuniary interest therein.

3. Robert B. Abbott is a director of Occam Networks, Inc. and a non-managing partner of Itasca VC Partners VIII, the general partner of NVP VIII, the record holder of the securities reported on Lines 1 and 2 of Table I and Line 1 of Table II. Mr. Abbott is also a non-managing partner of Itasca VC Partners VIII, the general partner of NVP-E VIII, the record holder of the securities reported on Lines 3 and 4 of Table I and Line 2 of Table II. Information with respect to the securities held by NVP VIII and NVP-E VIII are reported on Lines 1 through 4 of Table I and Lines 1 and 2 of Table II for the individual managing partners of each such entity who are named in this joint filing on Form 4. As a non-managing partner, Mr. Abbott has no voting or invstment authority with respect to any securities held of record by NVP VIII and NVP-E VIII, and thus is not deemed to beneficially own such securities, except to the extent of his indirect pecuniary interest therein.

4. Reflects 1-for-40 reverse stock split effective March 10, 2006.

5. The Series A-2 Preferred Stock had a purchase price and conversion value of $10.00 per share and a conversion price of $4.40 per share, resulting in a conversion rate of 2.2727273 shares of Common Stock for each share of Series A-2 Preferred Stock.

6. Includes 50,682, 178,625, and 107,175 shares of Series A-2 Preferred Stock purchased by NVP VIII on April 1, 2004, January 2, 2005, and March 23, 2005, respectively.

7. Includes 2,518, 8,875, and 5,325 shares of Series A-2 Preferred Stock purchased by NVP-E VIII on April 1, 2004, January 7, 2005, and March 23, 2005, respectively.

8. Not applicable.

Remarks:

	Kurt L. Betcher, Authorized Signer of Itasca VC Partners VIII, LLP, for itself and as General Partner of Norwest Venture Partners VIII, LP	11/10/2006
	George J. Still, Jr., by Kurt L. Betcher, his Attorney-In-Fact	11/10/2006
	Promod Haque, by Kurt L. Betcher, His Attorney-In-Fact	11/10/2006
	Robert B. Abbott	11/10/2006
	John P. Whaley	11/10/2006
	** 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).
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