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^*

LISTWIN DONALD J

(Last)

(First)

(Middle)

C/O CALIX, INC.

1035 N. MCDOWELL BLVD.

(Street)

PETALUMA

94954

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2010

3. Issuer Name and Ticker or Trading Symbol
CALIX, INC [ CALX ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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	25,598⁽¹⁾⁽²⁾	D

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 I Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	68,182⁽¹⁾⁽⁵⁾	$0.00	D
Series J Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	253,616⁽¹⁾⁽⁶⁾	$0.00	D
Stock Option (right to buy)	⁽⁷⁾	01/25/2020	Common Stock	5,000⁽¹⁾	$9.54⁽¹⁾	D

Explanation of Responses:

1. Reflects a 2-for-3 reverse stock split of the Issuer's outstanding securities effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement.

2. Consists of an aggregate of 25,598 restricted stock units ("RSUs"). The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting. 11,666 of the RSUs will vest on the first day that the Issuer's trading window opens for employees that is more than 180 days following the effective date of the Issuer's initial public offering (the "First Vesting Date"), and 11,666 of the RSUs will vest on the first day the trading window opens for employees that is more than 180 days after the First Vesting Date. The remaining 2,266 RSUs will vest on January 26, 2011.

3. The shares are immediately convertible.

4. The shares do not have an expiration date.

5. Each share of Series I Preferred Stock will automatically convert on a 1.27-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering. Includes 1,550 shares, as converted and adjusted to reflect a 2-for-3 reverse stock split, acquired by the Reporting Person on March 22, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.

6. Each share of Series J Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

7. The shares subject to the option vest in twelve (12) successive and equal monthly installments measured from January 26, 2010, such that 100% of the shares subject to the option will be fully vested and exercisable on January 26, 2011.

	/S/ Donald Listwin	03/23/2010
	** 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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