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
IKANOS COMMUNICATIONS, INC. [ IKAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/11/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/13/2015 |
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 |
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) | $0.41 | 02/11/2015 | A | 902,880 | (1) | 02/11/2022 | Common Stock | 902,880 | $0 | 902,880 | D | ||||
Restricted Stock Units | $0.0(2) | 02/11/2015 | A | 948,920 | (3) | (4) | Common Stock | 948,920 | $0 | 948,920 | D | ||||
Stock Option (right to buy) | $0.41 | 02/11/2015 | A | 424,880 | (5) | 02/11/2020 | Common Stock | 424,880 | (5) | 424,880 | D | ||||
Stock Option (right to buy) | $0.89 | 02/11/2015 | D | 600,000 | (6) | 06/11/2019 | Common Stock | 600,000 | (6) | 0 | D | ||||
Stock Option (right to buy) | $0.89 | 02/11/2015 | A | 600,000 | (6) | 06/11/2019 | Common Stock | 600,000 | $0(6) | 600,000 | D |
Explanation of Responses: |
1. 25% of the Shares subject to the option shall vest on the one-year anniversary of the vesting commencement date of September 29, 2014 and 6.25% of the shares shall vest on each subsequent three (3) month anniversary of the vesting commencement date, subject to the Reporting Person continuing to be a service provider through each such date. |
2. Each restricted stock unit represents a contingent right to receive one share of IKAN common stock. |
3. 1/6 of this grant will vest on October 29, 2015 and 1/12 every six months thereafter; and additional 1/6th of this grant will vest on October 30, 2015 and an additional 1/12 every six months thereafter. Vested shares will be delivered to the Reporting Person following each vest date. |
4. No expiration date. |
5. These stock options will vest over a one-year period, if at all, in two equal installments if the stock price of the Company's common stock during any 20 consecutive trading day period exceeds $0.82 and $1.23, respectively. Once vesting begins, these shares will vest in equal monthly installments over the one year period after the applicable stock price goal is achieved. |
6. These 600,000 stock options were originally granted to the Reporting Person on 06/11/2012. At the time of grant, the vesting schedule provided that the 600,000 shares would vest over a one-year period, if at all, in two equal installments if the stock price of the Company's common stock during any 20 consecutive trading day period exceeded $2.50 and $3.50, respectively, beginning upon the date(s) that certain stock price goals are achieved. Once vesting began, these shares would vest in equal quarterly installments over the one-year period after the applicable stock price goal is achieved. On 02/11/2015, the Company changed the stock price goals to $0.82 and $1.23, respectively, but made no other changes to the grant. |
Remarks: |
This Form 4/A is filed to delete an erroneous entry on the Form 4 filed on 02/13/2015 that purported to show in Table I the acquisition by the Reporting Person of 600,000 shares of IKAN common stock. No other amendments were made. Consistent with the Form 4 filed on 02/13/2015, all amounts shown in this Form 4/A do not reflect the reverse stock split effected by the Company as of 02/13/2015. |
/s/ Andrew S. Hughes, by power of attorney | 02/18/2015 | |
** 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. |