-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, USZ7C/KCYiagTogl33+RfZndH8U8DqqeLrlG+YHfGczYynTFinQ/hzi5PkdzHbgb yr9uli0aHGpUi2nTkgRfZg== 0000950005-08-000035.txt : 20080207 0000950005-08-000035.hdr.sgml : 20080207 20080207145047 ACCESSION NUMBER: 0000950005-08-000035 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 GROUP MEMBERS: DEBORAH KRANZ GROUP MEMBERS: DOUGLAS LEONE GROUP MEMBERS: KENDALL COOPER GROUP MEMBERS: MARK STEVENS GROUP MEMBERS: MICHAEL GOGUEN GROUP MEMBERS: MICHAEL MORITZ GROUP MEMBERS: SC VIII MANAGEMENT-A, LLC GROUP MEMBERS: SCFF MANAGEMENT, LLC GROUP MEMBERS: SEQUOIA CAPITAL FRANCHISE FUND, L.P. GROUP MEMBERS: SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P. GROUP MEMBERS: SEQUOIA CAPITAL VIII GROUP MEMBERS: SITP VIII LIQUIDATING TRUST GROUP MEMBERS: SITP VIII-Q LIQUIDATING TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IKANOS COMMUNICATIONS CENTRAL INDEX KEY: 0001219210 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 943326559 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81084 FILM NUMBER: 08584800 BUSINESS ADDRESS: STREET 1: 47669 FREMONT BLVD. CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: (510) 979-0400 MAIL ADDRESS: STREET 1: 47669 FREMONT BLVD. CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL VIII CENTRAL INDEX KEY: 0001105428 IRS NUMBER: 943294956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 p20302sc13g.htm SCHEDULE 13G/A #2 Schedule 13G - Form - revised to 10/15/97 bulletin

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 2)

IKANOS COMMUNICATIONS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

45173E105

(CUSIP Number)

12/31/07

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[   ]

Rule 13d-1(b)

[   ]

Rule 13d-1(c)

[X]

Rule 13d-1(d)

(Continued on following pages)




Page 1 of 18 Pages



CUSIP NO. 45173E105

13 G

Page 2 of 18 Pages





1

NAME OF REPORTING PERSON

SEQUOIA CAPITAL VIII, A DELAWARE LIMITED PARTNERSHIP (“SC VIII”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3294956

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,159,432

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,159,432

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,159,432

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.4%

12

TYPE OF REPORTING PERSON

PN






CUSIP NO. 45173E105

13 G

Page 3 of 18 Pages




1

NAME OF REPORTING PERSON

SITP VIII LIQUIDATING TRUST (“SITP VIII LT”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3294958

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

26,782

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

26,782

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,782

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.1%

12

TYPE OF REPORTING PERSON

OO








CUSIP NO. 45173E105

13 G

Page 4 of 18 Pages




1

NAME OF REPORTING PERSON

SITP VIII-Q LIQUIDATING TRUST (“SITP VIII Q LT”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3294957

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

CALIFORNIA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

139,740

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

139,740

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACHREPORTING PERSON

139,740

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.5%

12

TYPE OF REPORTING PERSON

OO








CUSIP NO. 45173E105

13 G

Page 5 of 18 Pages




1

NAME OF REPORTING PERSON

SC VIII MANAGEMENT-A, LLC (“SC VIII-A LLC”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-4862989

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,159,432 shares.  All such shares are directly held by SC VIII.  SC VIII-A LLC is the General Partner of SC VIII.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,159,432 shares.  All such shares are directly held by SC VIII.  SC VIII-A LLC is the General Partner of SC VIII.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,159,432

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.4%

12

TYPE OF REPORTING PERSON

OO








CUSIP NO. 45173E105

13 G

Page 6 of 18 Pages




1

NAME OF REPORTING PERSON

SEQUOIA CAPITAL FRANCHISE FUND, L.P. (“SCFF”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3324307

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

637,182

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

637,182

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

637,182

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.2%

12

TYPE OF REPORTING PERSON

PN








CUSIP NO. 45173E105

13 G

Page 7 of 18 Pages




1

NAME OF REPORTING PERSON

SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P. (“SCFP”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3330616

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

86,888

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

86,888

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACHREPORTING PERSON

86,888

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.3%

12

TYPE OF REPORTING PERSON

PN








CUSIP NO. 45173E105

13 G

Page 8 of 18 Pages




1

NAME OF REPORTING PERSON

SCFF MANAGEMENT, LLC (“SCFF LLC”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

94-3324306

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

724,070 shares of which 637,182 shares are directly held by SCFF and 86,888 shares are directly held by SCFP.  SCFF LLC is the General Partner of SCFF and SCFP.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

724,070 shares of which 637,182 shares are directly held by SCFF and 86,888 shares are directly held by SCFP.  SCFF LLC is the General Partner of SCFF and SCFP.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

724,070

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.5%

12

TYPE OF REPORTING PERSON

OO








CUSIP NO. 45173E105

13 G

Page 9 of 18 Pages




1

NAME OF REPORTING PERSON

MICHAEL MORITZ

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

724,070 shares of which 637,182 shares are directly held by SCFF and 86,888 shares are directly held by SCFP.  Mr. Moritz is a Managing Member of SCFF LLC.  Mr. Moritz disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

724,070 shares of which 637,182 shares are directly held by SCFF and 86,888 shares are directly held by SCFP.  Mr. Moritz is a Managing Member of SCFF LLC.  Mr. Moritz disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

724,070

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.5%

12

TYPE OF REPORTING PERSON

IN







CUSIP NO. 45173E105

13 G

Page 10 of 18 Pages




1

NAME OF REPORTING PERSON

DOUGLAS LEONE

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

724,070 shares of which 637,182 shares are directly held by SCFF and 86,888 shares are directly held by SCFP.  Mr. Leone is a Managing Member of SCFF LLC.  Mr. Leone disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

724,070 shares of which 637,182 shares are directly held by SCFF and 86,888 shares are directly held by SCFP.  Mr. Leone is a Managing Member of SCFF LLC.  Mr. Leone disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

724,070

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.5%

12

TYPE OF REPORTING PERSON

IN







CUSIP NO. 45173E105

13 G

Page 11 of 18 Pages




1

NAME OF REPORTING PERSON

MARK STEVENS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

724,070 shares of which 637,182 shares are directly held by SCFF and 86,888 shares are directly held by SCFP.  Mr. Stevens is a Managing Member of SCFF LLC.  Mr. Stevens disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

724,070 shares of which 637,182 shares are directly held by SCFF and 86,888 shares are directly held by SCFP.  Mr. Stevens is a Managing Member of SCFF LLC.  Mr. Stevens disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

724,070

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.5%

12

TYPE OF REPORTING PERSON

IN







CUSIP NO. 45173E105

13 G

Page 12 of 18 Pages




1

NAME OF REPORTING PERSON

MICHAEL GOGUEN

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

20,000 shares issuable upon the exercise of options exercisable within 60 days of December 31, 2007.

6

SHARED VOTING POWER

724,070 shares of which 637,182 shares are directly held by SCFF and 86,888 shares are directly held by SCFP.  Mr. Goguen is a Managing Member of SCFF LLC.  Mr. Goguen disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER

20,000 shares issuable upon the exercise of options exercisable within 60 days of December 31, 2007.

8

SHARED DISPOSITIVE POWER

724,070 shares of which 637,182 shares are directly held by SCFF and 86,888 shares are directly held by SCFP.  Mr. Goguen is a Managing Member of SCFF LLC.  Mr. Goguen disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

744,070

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.5%

12

TYPE OF REPORTING PERSON

IN







CUSIP NO. 45173E105

13 G

Page 13 of 18 Pages




1

NAME OF REPORTING PERSON

DEBORAH KRANZ

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

166,522 shares of which 26,782 shares are directly held by SITP VIII LT and 139,740 shares are directly held by SITP VIII Q LT.  Ms. Kranz is the Trustee of SITP VIII LT and SITP VIII Q LT.  Ms. Kranz disclaims beneficial ownership of all such shares.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

166,522 shares of which 26,782 shares are directly held by SITP VIII LT and 139,740 shares are directly held by SITP VIII Q LT.  Ms. Kranz is the Trustee of SITP VIII LT and SITP VIII Q LT.  Ms. Kranz disclaims beneficial ownership of all such shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

166,522

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.6%

12

TYPE OF REPORTING PERSON

IN







CUSIP NO. 45173E105

13 G

Page 14 of 18 Pages




1

NAME OF REPORTING PERSON

KENDALL COOPER

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,159,432 shares. All such shares are directly held by SC VIII.  Mr. Cooper is the Managing Member of SC VIII-A LLC.  Mr. Cooper disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,159,432 shares. All such shares are directly held by SC VIII.  Mr. Cooper is the Managing Member of SC VIII-A LLC.  Mr. Cooper disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,159,432

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.4%

12

TYPE OF REPORTING PERSON

IN








CUSIP NO. 45173E105

13 G

Page 15 of 18 Pages



ITEM 1.


(a)

Name of Issuer:

Ikanos Communications, Inc

(b)

Address of Issuer’s Principal Executive Offices:

47669 Fremont Boulevard

Fremont, California  94538

ITEM 2.

(a)

Name of Persons Filing:


Sequoia Capital VIII, a Delaware Limited Partnership

SITP VIII Liquidating Trust

SITP VIII-Q Liquidating Trust

SC VIII Management-A, LLC

Sequoia Capital Franchise Fund, L.P.

Sequoia Capital Franchise Partners, L.P.

SCFF Management, LLC

Michael Moritz (“MM”)

Douglas Leone  (“DL”)

Mark Stevens  (“MS”)

Michael Goguen  (“MG”)

Deborah Kranz  (“DK”)

Kendall Cooper  (“KC”)


SC VIII-A LLC is the General Partner of SC VIII.  KC is the Managing Member of SC VIII-A LLC.  SCFF LLC is the General Partner of SCFF and SCFP.  MM, DL, MS and MG are Managing Members of SCFF LLC.  DK is the Trustee of SITP VIII LT and SITP VIII Q LT.


(b)

Address of Principal Business Office or, if none, Residence:

3000 Sand Hill Road, 4-180

Menlo Park, CA  94025


(c)

Citizenship:

MM, DL, MS, MG, DK, KC:  USA

SC VIII-A LLC, SC VIII,

SCFF LLC, SCFF, SCFP:  Delaware

SITP VIII LT, SITP VIII Q LT:  California


(d)

Title of Class of Securities:

Common


(e)

CUSIP Number:

45173E105


ITEM 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable







CUSIP NO. 45173E105

13 G

Page 16 of 18 Pages




ITEM 4.

Ownership

See rows 5 through 11 of cover pages


ITEM 5.

Ownership of five percent or less of a class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  [   ]

ITEM 6.

Ownership of more than five percent on behalf of another person.

Not applicable

ITEM 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not applicable

ITEM 8.

Identification and classification of members of the group.

Not applicable.

ITEM 9.

Notice of dissolution of group.

Not applicable

ITEM 10.

Certification


Not applicable






CUSIP NO. 45173E105

13 G

Page 17 of 18 Pages



SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 8, 2008


Sequoia Capital VIII, a Delaware Limited Partnership

 

Sequoia Capital Franchise Fund, L.P.

Sequoia Capital Franchise Partners, L.P.

By:  SC VIII Management-A, LLC,

its General Partner

 

By:  SCFF Management, LLC,

their General Partner

By:  /s/ Kendall Cooper                                    

Kendall Cooper, Managing Member

 

By:  /s/ Michael Moritz                                         

Michael Moritz, Managing Member

   

 /s/ Michael Goguen                                          

Michael Goguen

 

SITP VIII Liquidating Trust

SITP VIII Q Liquidating Trust

 /s/ Douglas Leone                                             

Douglas Leone

 

By:  /s/ Deborah Kranz                                         

Deborah Kranz, Trustee

 /s/ Michael Moritz                                            

Michael Moritz

  

 /s/ Mark Stevens                                               

Mark Stevens

  

 /s/ Deborah Kranz                                             

Deborah Kranz

  

 /s/ Kendall Cooper                                            

Kendall Cooper

  






CUSIP NO. 45173E105

13 G

Page 18 of 18 Pages




EXHIBIT 1


AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G


The undersigned hereby agree that the Schedule 13G relating to shares of Ikanos Communications, Inc. to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them.


Date: February 8, 2008


Sequoia Capital VIII, a Delaware Limited Partnership

 

Sequoia Capital Franchise Fund, L.P.

Sequoia Capital Franchise Partners, L.P.

By:  SC VIII Management-A, LLC,

its General Partner

 

By:  SCFF Management, LLC,

their General Partner

By:  /s/ Kendall Cooper                                    

Kendall Cooper, Managing Member

 

By:  /s/ Michael Moritz                                         

Michael Moritz, Managing Member

   

 /s/ Michael Goguen                                          

Michael Goguen

 

SITP VIII Liquidating Trust

SITP VIII Q Liquidating Trust

 /s/ Douglas Leone                                             

Douglas Leone

 

By:  /s/ Deborah Kranz                                         

Deborah Kranz, Trustee

 /s/ Michael Moritz                                            

Michael Moritz

  

 /s/ Mark Stevens                                               

Mark Stevens

  

 /s/ Deborah Kranz                                             

Deborah Kranz

  

 /s/ Kendall Cooper                                            

Kendall Cooper

  






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