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
OCCAM NETWORKS INC/DE [ OCNW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/22/2011 | ||||||||||||||||||||||||||
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 | 02/22/2011 | D | 17,167 | D | (1) | 0 | D |
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) | $4.6 | 02/22/2011 | D | 60,500 | (2) | 07/15/2014 | Common Stock | 60,500 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $3.44 | 02/22/2011 | D | 22,000 | (3) | 11/29/2017 | Common Stock | 22,000 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $2.64 | 02/22/2011 | D | 30,000 | (4) | 06/10/2019 | Common Stock | 30,000 | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $3.76 | 02/22/2011 | D | 30,000 | (5) | 09/15/2019 | Common Stock | 30,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $4.2 | 02/22/2011 | D | 30,813 | (6) | 01/18/2015 | Common Stock | 30,813 | (6) | 0 | D | ||||
Restricted Stock Units | (7) | 02/22/2011 | D | 10,000 | (8) | (9) | Common Stock | 10,000 | (8) | 0 | D | ||||
Stock Option (Right to Buy) | $20.75 | 02/22/2011 | D | 15,000 | (10) | 04/26/2016 | Common Stock | 15,000 | (10) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger and Reorganization (the "Merger Agreement") dated as of September 16, 2010 by and among Calix, Inc., Ocean Sub I, Inc., Ocean Sub II, LLC and Occam Networks, Inc. in exchange for a cash payment of $65,813 and 5,021 shares of common stock of Calix ($3.8337 in cash and 0.2925 shares of common stock of Calix for each share of common stock of Occam). |
2. Pursuant to the Merger Agreement, as of the effective time of the merger, all of the options for this grant had been fully vested, and were cancelled in exchange for a cash payment of $302,300 (equivalent to $9.5967 less the exercise price, per share). |
3. Pursuant to the Merger Agreement, the unvested portion of this option, which provided for vesting of 8,125 shares of Occam common stock, was assumed and exchanged for an option to purchase 3,957 shares of Calix common stock at an exercise price per share of $7.07. Pursuant to the Merger Agreement, the vested portion of this option was cancelled in exchange for a cash payment of $85,424 (equivalent to $9.5967 less the exercise price, per share). |
4. Pursuant to the Merger Agreement, the unvested portion of this option, which provided for vesting of 17,500 shares, was assumed and exchanged for an option to purchase 8,524 shares of Calix common stock at an exercise price per share of $5.42. Pursuant to the Merger Agreement, the vested portion of this option was cancelled in exchange for a cash payment of $86,959 (equivalent to $9.5967 less the exercise price, per share). |
5. Pursuant to the Merger Agreement, as of the effective time of the merger, all of the options for this grant had been fully vested, and were cancelled in exchange for a cash payment of $175,101 (equivalent to $9.5967 less the exercise price, per share). |
6. Pursuant to the Merger Agreement, as of the effective time of the merger, all of the options for this grant had been fully vested, and were cancelled in exchange for a cash payment of $166,289 (equivalent to $9.5967 less the exercise price, per share). |
7. Each restricted stock unit (RSU) represented a contingent right to receive one share of Occam common stock. |
8. Pursuant to the Merger Agreement, this unvested RSU, which provided for vesting with respect to 10,000 shares of Occam common stock, was assumed and exchanged for an RSU covering 4,871 shares of Calix common stock. |
9. Not applicable. |
10. Pursuant to the Merger Agreement, as of the effective time of the merger, all of the options for this grant had been fully vested, and were assumed and exchanged for an option to purchase 7,305 shares of Calix common stock at an exercise price per share of $42.60. |
/s/ Jeanne Seeley, attorney-in-fact | 02/23/2011 | |
** 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. |