SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

TeleSoft Partners II QP, L.P.

(Last)

(First)

(Middle)

1450 FASHION ISLAND BOULEVARD, SUITE 610

(Street)

SAN MATEO

94404-2070

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2005

3. Issuer Name and Ticker or Trading Symbol
IKANOS COMMUNICATIONS [ IKAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,976	D⁽¹⁾
Common Stock	1,367	D⁽²⁾
Common Stock	19,505	D⁽³⁾
Common Stock	1,327	D⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	104,166	⁽⁵⁾	D⁽¹⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁶⁾	Common Stock	91,784	⁽⁷⁾	D⁽¹⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁶⁾	Common Stock	4,830	⁽⁷⁾	D⁽²⁾
Series C Preferred Stock	⁽⁸⁾	⁽⁶⁾	Common Stock	254,977	⁽⁸⁾	D⁽¹⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁶⁾	Common Stock	612,929	⁽⁹⁾	D⁽³⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁶⁾	Common Stock	41,720	⁽⁹⁾	D⁽⁴⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁶⁾	Common Stock	654,649	⁽⁹⁾	D⁽¹⁰⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁶⁾	Common Stock	2,623	⁽⁹⁾	D⁽¹¹⁾
Series E Preferred Stock	⁽¹²⁾	⁽⁶⁾	Common Stock	201,205	⁽¹²⁾	D⁽¹⁰⁾

1. Name and Address of Reporting Person^*

TeleSoft Partners II QP, L.P.

(Last)

(First)

(Middle)

1450 FASHION ISLAND BOULEVARD, SUITE 610

(Street)

SAN MATEO

94404-2070

(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^*

TeleSoft Partners II, L.P.

(Last)

(First)

(Middle)

1450 FASHION ISLAND BOULEVARD, SUITE 610

(Street)

SAN MATEO

94404-2070

(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^*

TeleSoft Partners II SBIC, L.P.

(Last)

(First)

(Middle)

1450 FASHION ISLAND BOULEVARD, SUITE 610

(Street)

SAN MATEO

94404-2070

(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^*

TeleSoft Partners IA, L.P.

(Last)

(First)

(Middle)

1450 FASHION ISLAND BOULEVARD, SUITE 610

(Street)

SAN MATEO

94404-2070

(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^*

TeleSoft Strategic Side Fund, L.L.C.

(Last)

(First)

(Middle)

1450 FASHION ISLAND BOULEVARD, SUITE 610

(Street)

SAN MATEO

94404-2070

(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^*

TeleSoft NP Employee Fund, L.L.C.

(Last)

(First)

(Middle)

1450 FASHION ISLAND BOULEVARD, SUITE 610

(Street)

SAN MATEO

94404-2070

(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^*

Gupta Arjun

(Last)

(First)

(Middle)

1450 FASHION ISLAND BOULEVARD, SUITE 610

(Street)

SAN MATEO

94404-2070

(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^*

Howard Allan James

(Last)

(First)

(Middle)

1450 FASHION ISLAND BOULEVARD, SUITE 610

(Street)

SAN MATEO

94404-2070

(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^*

Dennedy Thomas Patrick

(Last)

(First)

(Middle)

1450 FASHION ISLAND BOULEVARD, SUITE 610

(Street)

SAN MATEO

94404-2070

(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. The reported securities are owned directly by TeleSoft Partners IA, L.P. and indirectly by TeleSoft IA-GP, Inc., as general partner of TeleSoft Partners IA, L.P. The Chairman and President of TeleSoft IA-GP, Inc. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners IA, L.P. Mr. Gupta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. The reported securities are owned directly by TeleSoft Strategic Side Fund I, L.L.C. and indirectly by TeleSoft Management, L.L.C., as managing member of TeleSoft Strategic Side Fund I, L.L.C. The managing member of TeleSoft Management, L.L.C. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Strategic Side Fund I, L.L.C. Mr. Gupta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. The reported securities are owned directly by TeleSoft Partners II QP, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II QP, L.P. The managing member of TeleSoft Management II, L.L.C. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners II QP, L.P. Mr. Gupta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The reported securities are owned directly by TeleSoft Partners II, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II, L.P. The managing member of TeleSoft Management II, L.L.C. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners II, L.P. Mr. Gupta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. Each share of Series A Preferred Stock is immediately convertible into 1 share of Common Stock.

6. Not applicable.

7. Each share of Series B Preferred Stock is immediately convertible into 1 share of Common Stock.

8. Each share of Series C Preferred Stock is immediately convertible into 1 share of Common Stock.

9. Each share of Series D Preferred Stock is immediately convertible into 1 share of Common Stock.

10. The reported securities are owned directly by TeleSoft Partners II SBIC, L.P. and indirectly by TeleSoft II SBIC-GP, Inc., as general partner of TeleSoft Partners II SBIC, L.P. The Chairman and President of TeleSoft II SBIC-GP, Inc. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners II-SBIC, L.P. Mr. Gupta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

11. The reported securities are owned directly by TeleSoft NP Employee Fund, L.L.C. and indirectly by TeleSoft Management Services, L.L.C., the sole member of TeleSoft NP Employee Fund, L.L.C. The managing members of TeleSoft NP Employee Fund, L.L.C. are Al Howard and Thomas P. Dennedy, who hold voting and dispositive power for the securities held by TeleSoft NP Employee Fund, L.L.C. The sole member and managing member of TeleSoft Management Services, L.L.C. is Mr. Gupta. Each of Mr. Gupta, Howard and Dennedy disclaim beneficial ownership of these securities except to the extent of his pecuniary interest therein.

12. Each share of Series E Preferred Stock is immediately convertible into 1 share of Common Stock.

Remarks:

This report is the first of two Forms 3 filed jointly by the following entities and individuals, all of which are direct or indirect 10% owners, and all of which are members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended: TeleSoft Partners IA, L.P., TeleSoft Strategic Side Fund I, L.L.C., TeleSoft Partners II, L.P., TeleSoft Partners II QP, L.P., TeleSoft Partners II SBIC, L.P., and TeleSoft NP Employee Fund, L.L.C. (collectively, the "funds"), TeleSoft Management, L.L.C., TeleSoft Management II, L.L.C., TeleSoft IA-GP, Inc., TeleSoft II SBIC-GP, Inc., Arjun Gupta, Al Howard and Thomas P. Dennedy. Each Form 3 reports beneficial ownership of the same securities.

	/s/ Al Howard, Attorney-in-fact for Arjun Gupta, Executive Manager of TeleSoft Management II, L.L.C., General Partner of TeleSoft Partners II QP, L.P.	09/22/2005
	/s/ Al Howard, Attorney-in-fact for Arjun Gupta, Executive Manager of TeleSoft Management II, L.L.C., General Partner of TeleSoft Partners II, L.P.	09/22/2005
	/s/ Al Howard, Attorney-in-fact for Arjun Gupta, President of TeleSoft II SBIC-GP, Inc., General Partner of TeleSoft Partners II SBIC, L.P.	09/22/2005
	/s/ Al Howard, Attorney-in-fact for Arjun Gupta, President of TeleSoft IA-GP, Inc., General Partner of TeleSoft Partners IA, L.P.	09/22/2005
	/s/ Al Howard, Attorney-in-fact for Arjun Gupta, Executive Manager of TeleSoft Management, L.L.C., Managing Member of TeleSoft Strategic Side Fund I, L.L.C.	09/22/2005
	/s/ Thomas P. Dennedy, Manager of TeleSoft NP Employee Fund, L.L.C.	09/22/2005
	/s/ Thomas P. Dennedy, Attorney-in-fact for Arjun Gupta	09/22/2005
	/s/ Al Howard	09/22/2005
	/s/ Thomas P. Dennedy	09/22/2005
	** 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 5 (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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