-----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, NEqJCBuhkzU5sEstNFMNIGUR5sEkqpgn8WF9JgX9/hL+fw807n7sTnfroala8y1v XYS6VnHCR0bfFoqILgZSKQ== 0000950005-09-000035.txt : 20090209 0000950005-09-000035.hdr.sgml : 20090209 20090209145514 ACCESSION NUMBER: 0000950005-09-000035 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 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 (???SC VIII-A LLC???) GROUP MEMBERS: SCFF MANAGEMENT, LLC (???SCFF LLC???) GROUP MEMBERS: SEQUOIA CAPITAL FRANCHISE FUND, L.P. (???SCFF???) GROUP MEMBERS: SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P. (???SCFP???) GROUP MEMBERS: SEQUOIA CAPITAL VIII GROUP MEMBERS: SITP VIII LIQUIDATING TRUST (???SITP VIII LT???) GROUP MEMBERS: SITP VIII-Q LIQUIDATING TRUST (???SITP VIII Q LT???) 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: 09580959 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 p20537sc13ga.htm SCHEDULE 13G/A 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. 3)

IKANOS COMMUNICATIONS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

45173E105

(CUSIP Number)

12/31/08

(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                  
1,451,427

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER        
1,451,427

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH      
REPORTING PERSON    1,451,427

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     
5.0%

12

TYPE OF REPORTING PERSON
PN







CUSIP NO. 45173E105

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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               
18,001

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER      
18,001

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH     
REPORTING PERSON    18,001

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

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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                
93,924

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER       
93,924

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH     
REPORTING PERSON    93,924

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
OO








CUSIP NO. 45173E105

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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              
1,451,427 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      
1,451,427 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    1,451,427

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
5.0%

12

TYPE OF REPORTING PERSON
OO









CUSIP NO. 45173E105

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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                
428,272

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER      
428,272

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH    
REPORTING PERSON    428,272

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     
1.5%

12

TYPE OF REPORTING PERSON
PN









CUSIP NO. 45173E105

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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                
58,400

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER       
58,400

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH     
REPORTING PERSON    58,400

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
 0.2%

12

TYPE OF REPORTING PERSON
PN









CUSIP NO. 45173E105

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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               
486,672 shares of which 428,272 shares are directly held by SCFF and 58,400 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      
486,672 shares of which 428,272 shares are directly held by SCFF and 58,400 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    486,672

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
1.7%

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                 
486,672 shares of which 428,272 shares are directly held by SCFF and 58,400 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        
486,672 shares of which 428,272 shares are directly held by SCFF and 58,400 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   486,672

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
1.7%      

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               
486,672 shares of which 428,272 shares are directly held by SCFF and 58,400 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     
486,672 shares of which 428,272 shares are directly held by SCFF and 58,400 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   486,672

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                                    1.7%

12

TYPE OF REPORTING PERSON
IN








CUSIP NO. 45173E105

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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            
486,672 shares of which 428,272 shares are directly held by SCFF and 58,400 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     
486,672 shares of which 428,272 shares are directly held by SCFF and 58,400 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   486,672

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     
1.7%

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                      
0

6

SHARED VOTING POWER                 
486,672 shares of which 428,272 shares are directly held by SCFF and 58,400 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             
0

8

SHARED DISPOSITIVE POWER        
486,672 shares of which 428,272 shares are directly held by SCFF and 58,400 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   486,672

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     
1.7%

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                 
111,925 shares of which 18,001 shares are directly held by SITP VIII LT and 93,924 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        
111,925 shares of which 18,001 shares are directly held by SITP VIII LT and 93,924 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   111,925

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     
0.4%

12

TYPE OF REPORTING PERSON
IN









CUSIP NO. 45173E105

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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                 
1,451,427 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        
1,451,427 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   1,451,427

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     
5.0%

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, 4-250

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:








CUSIP NO. 45173E105

13 G

Page 16 of 18 Pages



NOT APPLICABLE


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 9, 2009


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 9, 2009


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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