SEC FORM 4

SEC Form 4

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^*

Russo Carl

(Last)

(First)

(Middle)

C/O CALIX, INC.

1035 N. MCDOWELL BLVD.

(Street)

PETALUMA

94954

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2010

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2009		A		1,120,000⁽¹⁾	A	$0	3,414,232⁽²⁾⁽³⁾	D
Common Stock	03/26/2010		C		526,612⁽⁴⁾⁽⁵⁾	A	⁽⁵⁾	3,940,844⁽³⁾	D
Common Stock	03/26/2010		C		34,613⁽⁴⁾⁽⁶⁾	A	⁽⁶⁾	3,975,457⁽³⁾	D
Common Stock	03/26/2010		C		123,758⁽⁴⁾⁽⁷⁾	A	⁽⁷⁾	4,099,215⁽³⁾	D
Common Stock								26,666	I	See Footnote⁽⁹⁾
Common Stock	03/26/2010		C		102,704⁽⁴⁾⁽⁸⁾	A	⁽⁸⁾	129,370	I	See Footnote⁽⁹⁾
Common Stock	03/26/2010		C		75,469⁽⁴⁾⁽¹⁰⁾	A	⁽¹⁰⁾	204,839	I	See Footnote⁽⁹⁾
Common Stock	03/26/2010		C		13,654⁽⁴⁾⁽¹¹⁾	A	⁽¹¹⁾	218,493	I	See Footnote⁽⁹⁾
Common Stock	03/26/2010		C		488,993⁽⁴⁾⁽¹²⁾	A	⁽¹²⁾	707,486	I	See Footnote⁽⁹⁾
Common Stock	03/26/2010		C		704,888⁽⁴⁾⁽⁵⁾	A	⁽⁵⁾	1,412,374	I	See Footnote⁽⁹⁾
Common Stock	03/26/2010		C		90,851⁽⁴⁾⁽⁶⁾	A	⁽⁶⁾	1,503,225	I	See Footnote⁽⁹⁾
Common Stock	03/26/2010		C		40,941⁽⁴⁾⁽¹³⁾	A	⁽¹³⁾	1,544,166	I	See Footnote⁽⁹⁾
Common Stock	03/26/2010		C		695,022⁽⁴⁾⁽⁷⁾	A	⁽⁷⁾	2,239,188	I	See Footnote⁽⁹⁾
Common Stock	03/26/2010		C		80,288⁽⁴⁾⁽¹⁰⁾	A	⁽¹⁰⁾	80,288	I	See Footnote⁽¹⁴⁾
Common Stock	03/26/2010		C		15,338⁽⁴⁾⁽¹²⁾	A	⁽¹²⁾	95,626	I	See Footnote⁽¹⁴⁾
Common Stock	03/26/2010		C		100,838⁽⁴⁾⁽⁵⁾	A	⁽⁵⁾	196,464	I	See Footnote⁽¹⁴⁾
Common Stock	03/26/2010		C		12,872⁽⁴⁾⁽⁶⁾	A	⁽⁶⁾	209,336	I	See Footnote⁽¹⁴⁾
Common Stock	03/26/2010		C		66,297⁽⁴⁾⁽⁷⁾	A	⁽⁷⁾	275,633	I	See Footnote⁽¹⁴⁾
Common Stock	03/26/2010		C		60,344⁽⁴⁾⁽¹²⁾	A	⁽¹²⁾	60,344	I	See Footnote⁽¹⁵⁾
Common Stock	03/26/2010		C		13,414⁽⁴⁾⁽⁷⁾	A	⁽⁷⁾	73,758	I	See Footnote⁽¹⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁸⁾	03/26/2010		C			16,000⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	102,704⁽⁴⁾⁽⁸⁾	$0	0	I	See Footnote⁽⁹⁾
Series B Preferred Stock	⁽¹⁰⁾	03/26/2010		C			8,628⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	75,469⁽⁴⁾⁽¹⁰⁾	$0	0	I	See Footnote⁽⁹⁾
Series B Preferred Stock	⁽¹⁰⁾	03/26/2010		C			9,179⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	80,288⁽⁴⁾⁽¹⁰⁾	$0	0	I	See Footnote⁽¹⁴⁾
Series C Preferred Stock	⁽¹¹⁾	03/26/2010		C			1,508⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	13,654⁽⁴⁾⁽¹¹⁾	$0	0	I	See Footnote⁽⁹⁾
Series D Preferred Stock	⁽¹²⁾	03/26/2010		C			109,126⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	488,993⁽⁴⁾⁽¹²⁾	$0	0	I	See Footnote⁽⁹⁾
Series D Preferred Stock	⁽¹²⁾	03/26/2010		C			3,423⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	15,338⁽⁴⁾⁽¹²⁾	$0	0	I	See Footnote⁽¹⁴⁾
Series D Preferred Stock	⁽¹²⁾	03/26/2010		C			13,467⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	60,344⁽⁴⁾⁽¹²⁾	$0	0	I	See Footnote⁽¹⁵⁾
Series E Preferred Stock	⁽⁵⁾	03/26/2010		C			687,026⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	704,888⁽⁴⁾⁽⁵⁾	$0	0	I	See Footnote⁽⁹⁾
Series E Preferred Stock	⁽⁵⁾	03/26/2010		C			98,283⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	100,838⁽⁴⁾⁽⁵⁾	$0	0	I	See Footnote⁽¹⁴⁾
Series E-1 Preferred Stock	⁽⁵⁾	03/26/2010		C			513,268⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	526,612⁽⁴⁾⁽⁵⁾	$0	0	D
Series G Preferred Stock	⁽⁶⁾	03/26/2010		C			30,020⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	34,613⁽⁴⁾⁽⁶⁾	$0	0	D
Series G Preferred Stock	⁽⁶⁾	03/26/2010		C			78,796⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	90,851⁽⁴⁾⁽⁶⁾	$0	0	I	See Footnote⁽⁹⁾
Series G Preferred Stock	⁽⁶⁾	03/26/2010		C			11,164⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	12,872⁽⁴⁾⁽⁶⁾	$0	0	I	See Footnote⁽¹⁴⁾
Series I Preferred Stock	⁽¹³⁾	03/26/2010		C			32,243⁽⁴⁾⁽¹⁸⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	40,941⁽⁴⁾⁽¹³⁾⁽¹⁸⁾	$0	0	I	See Footnote⁽⁹⁾
Series J Preferred Stock	⁽⁷⁾	03/26/2010		C			123,758⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	123,758⁽⁴⁾⁽⁷⁾	$0	0	D
Series J Preferred Stock	⁽⁷⁾	03/26/2010		C			695,022⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	695,022⁽⁴⁾⁽⁷⁾	$0	0	I	See Footnote⁽⁹⁾
Series J Preferred Stock	⁽⁷⁾	03/26/2010		C			66,297⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	66,297⁽⁴⁾⁽⁷⁾	$0	0	I	See Footnote⁽¹⁴⁾
Series J Preferred Stock	⁽⁷⁾	03/26/2010		C			13,414⁽⁴⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	13,414⁽⁴⁾⁽⁷⁾	$0	0	I	See Footnote⁽¹⁵⁾

Explanation of Responses:

1. Consists of restricted stock units ("RSUs"). The Reporting person originally acquired 1,680,000 RSUs on December 23, 2009, which, for purposes of this Form 4, has been adjusted to reflect 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 (the "Reverse Stock Split"). The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting, with the RSUs vesting in four (4) successive and equal annual installments measured from December 23, 2009, such that 100% of the RSUs will be fully vested on December 23, 2013.

2. As of December 23, 2009, the Reporting Person owned an aggregate of 5,121,349 shares of Common Stock, 2,667,200 of which were in the form of RSUs. For purposes of this Form 4, the number of shares of Common Stock reported as beneficially owned following this transaction has been adjusted to reflect the Reverse Stock Split.

3. Includes an aggregate of 1,778,133 RSUs, as adjusted to reflect the Reverse Stock Split. The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting. 329,066 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 329,067 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 1,120,000 RSUs will vest in four (4) successive and equal annual installments measured from December 23, 2009, such that 100% of the RSUs will be fully vested on December 23, 2013.

4. Reflects the Reverse Stock Split effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement.

5. Each share of Series E and Series E-1 Preferred Stock was automatically converted on a 1.026-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

6. Each share of Series G Preferred Stock was automatically converted on a 1.153-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

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

8. Each share of Series A Preferred Stock was automatically converted on a 6.419-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

9. Shares held by The Crescentico Trust, Carl Russo, Trustee.

10. Each share of Series B Preferred Stock was automatically converted on a 8.747-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

11. Each share of Series C Preferred Stock was automatically converted on a 9.055-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

12. Each share of Series D Preferred Stock was automatically converted on a 4.481-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

13. Each share of Series I Preferred Stock was automatically converted on a 1.27-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

14. Shares held by Equanimous Investments. The managing members of Equanimous Investments are Carl Russo and Tim Pasquinelli. These individuals may be deemed to have shared voting and investment power over the shares held by Equanimous Investments. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

15. Shares held by Calgrat Partners, L.P. The managing partner of Calgrat Partners, L.P. is Tim Pasquinelli. Carl Russo and Tim Pasquinelli may be deemed to have shared voting and investment power over the shares held by Calgrat Partners, L.P. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

16. The shares are immediately convertible.

17. The shares do not have an expiration date.

18. Includes 33 shares, as adjusted to reflect the Reverse Stock Split (41 shares, as converted), acquired by The Crescentico Trust, Carl Russo, Trustee, on March 26, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.

	/s/ Kelyn Brannon-Ahn	03/30/2010
	** Signature of Reporting Person	Date
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