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^*

FINZI ROBERT

(Last)

(First)

(Middle)

CREDIT SUISSE (SPROUT FUNDS)

11 MADISON AVENUE, 13TH FLOOR

(Street)

NEW YORK

10010

(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	2,521⁽¹⁾	I	See Footnotes⁽²⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Common Stock	25⁽¹⁾	I	See Footnotes⁽³⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Common Stock	325⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Common Stock	3⁽¹⁾	I	See Footnotes⁽⁵⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾

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 H Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	9,868⁽¹⁾⁽⁸⁾	$0.00	I	See Footnotes⁽²⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Series H Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	32,841⁽¹⁾⁽⁸⁾	$0.00	I	See Footnotes⁽³⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Series H Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	822,869⁽¹⁾⁽⁸⁾	$0.00	I	See Footnotes⁽⁴⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Series H Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	3,251⁽¹⁾⁽⁸⁾	$0.00	I	See Footnotes⁽⁵⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Series H Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	5,014⁽¹⁾⁽⁸⁾	$0.00	I	See Footnotes⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Series J Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	1,912⁽¹⁾⁽¹⁰⁾	$0.00	I	See Footnotes⁽²⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Series J Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	6,362⁽¹⁾⁽¹⁰⁾	$0.00	I	See Footnotes⁽³⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Series J Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	159,424⁽¹⁾⁽¹⁰⁾	$0.00	I	See Footnotes⁽⁴⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Series J Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	630⁽¹⁾⁽¹⁰⁾	$0.00	I	See Footnotes⁽⁵⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Series J Preferred Stock	⁽⁶⁾	⁽⁷⁾	Common Stock	972⁽¹⁾⁽¹⁰⁾	$0.00	I	See Footnotes⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾

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. Shares held by DLJ Capital Corporation.

3. Shares held by DLJ ESC II, L.P.

4. Shares held by Sprout Capital IX, L.P.

5. Shares held by Sprout Entrepreneur's Fund L.P.

6. The shares are immediately convertible.

7. The shares do not have an expiration date.

8. Each share of Series H Preferred Stock will automatically convert on a 1.153-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

9. Shares held by Sprout IX Plan Investors, L.P.

10. 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.

11. The members of the investment committee representing Sprout Capital IX, L.P., DLJ ESC II, L.P., DLJ Capital Corporation, Sprout IX Plan Investors, L.P. and Sprout Entrepreneurs Fund L.P. (collectively, the "Sprout Funds") have voting and dispositive power over the shares held by the Sprout Funds. The investment committee consists of Robert Finzi, Janet Hickey, Kathleen LaPorte, Philippe Chambon and Nicole Arnaboldi. Each of Ms. Arnaboldi, Ms. Hickey, Ms. LaPorte and Messrs. Finzi and Chambon disclaim beneficial ownership of the shares held by the Sprout Funds, except to the extent of her or his pecuniary interest therein. (Continued to Footnote 12).

12. DLJ Capital Corporation is the managing general partner of Sprout Capital IX, L.P. and the general partner of Sprout Entrepreneurs Fund, L.P. DLJ LBO Plans Management Corporation is the general partner of DLJ ESC II, L.P. DLJ LBO Plans Management Corporation II is the general partner of Sprout IX Plan Investors, L.P. DLJ LBO Plans Management Corporation, DLJ LBO Plans Management Corporation II and DLJ Capital Corporation are each wholly owned subsidiaries of Credit Suisse (USA) Inc., or CS-USA.

13. Credit Suisse, a Swiss bank, owns the majority of the voting stock of Credit Suisse Holdings (USA), Inc., which in turn owns all of the voting stock of CS-USA. The entities discussed above are private equity funds managed by indirect subsidiaries of CS-USA and form part of Credit Suisse's asset management business. The ultimate parent company of Credit Suisse is Credit Suisse Group AG, or CSG. CSG disclaims beneficial ownership of the reported Shares that are beneficially owned by its direct and indirect subsidiaries.

	/S/ Robert Finzi	03/23/2010
	** Signature of Reporting Person	Date
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