| 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
ZHONE TECHNOLOGIES INC [ ZHNE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2005 | ||||||||||||||||||||||||||
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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 Shares | 09/30/2005 | J | 7,468 | D | (4) | 0 | D | |||
| Common Shares | 05/17/2006 | A | 4,761 | A | (3) | 4,761 | I | See Notes(1)(2) | ||
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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) | $2.1 | 05/17/2006 | A | 50,000 | (5) | 05/17/2016 | Common Stock | 50,000 | (6) | 110,000 | D | ||||
| Explanation of Responses: |
| 1. James G. Coulter, David Bonderman and William S. Price, III (each a "Shareholder") are officers, directors and sole shareholders of TPG Advisors II, Inc. (together with TPG GenPar, the "Funds"), which is the general partner of TPG GenPar II, L.P. ("TPG GenPar") which in turn is the general partner of TPG Partners II, L.P., which is the managing member of TPG Zhone, L.L.C. Pursuant to a merger agreement (the "Merger Agreement") between ZTI Merger Subsidiary III, Inc., formerly known as Zhone Technologies, Inc. ("ZTI"), and Zhone Technologies, Inc., formerly known as Tellium, Inc. (the "Issuer"), TPG Zhone, L.L.C. acquired 8,959,375 shares of the Issuer's common stock in exchange for its holding of 19,062,500 shares of ZTI common stock. |
| 2. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Act"), each Shareholder may be deemed to be the beneficial owner of the securities of the Issuer beneficially owned by the Funds only to the extent of the greater of each Shareholder's direct or indirect interest in the profits or capital account of such Funds. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that each Shareholder is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities of the Issuer owned by such Funds in excess of such amount. |
| 3. The securities represent a grant of share award for service by Mr. Coulter on the board of directors of the Issuer pursuant to Zhone Technologies, Inc. 2001 Stock Incentive Plan, as amended. |
| 4. Mr. Coulter transferred 7,468 common shares of the Issuer, of which he had direct beneficial ownership, to TPG Genpar II on September 30, 2005 for no consideration. |
| 5. The shares subject to the option vest and become exercisable in 48 equal monthly installments over a 4-year period beginning June 17, 2006, so that all of the shares subject to the option will become fully vested and exercisable on May 17, 2010. |
| 6. The securities represent a grant of stock option for service by Mr. Coulter on the board of directors of the Issuer pursuant to Zhone Technologies, Inc. 2001 Incentive Plan, as amended. |
| Remarks: |
| (7) David A. Spuria is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter previously filed on January 31, 2005, with the Securities and Exchange Commission. |
| David A. Spuria on behalf of James G. Coulter (7) | 05/31/2006 | |
| ** 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). | ||
| 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. | ||