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^*

FINZI ROBERT

(Last)

(First)

(Middle)

C/O CREDIT SUISSE (SPROUT FUNDS)

11 MADISON AVENUE, 13TH FLOOR

(Street)

NEW YORK

10010

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

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	03/02/2010		J		2,517⁽¹⁾	A	$0.00	2,521⁽¹⁾⁽²⁾	I	See Footnotes⁽³⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	03/26/2010		C		9,868⁽⁴⁾⁽⁵⁾	A	⁽⁵⁾	12,389	I	See Footnotes⁽³⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	03/26/2010		C		1,912⁽⁴⁾⁽⁶⁾	A	⁽⁶⁾	14,301	I	See Footnotes⁽³⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock								25	I	See Footnotes⁽⁷⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	03/26/2010		C		32,841⁽⁴⁾⁽⁵⁾	A	⁽⁵⁾	32,866	I	See Footnotes⁽⁷⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	03/26/2010		C		6,362⁽⁴⁾⁽⁶⁾	A	⁽⁶⁾	39,228	I	See Footnotes⁽⁷⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock								325	I	See Footnotes⁽⁸⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	03/26/2010		C		822,869⁽⁴⁾⁽⁵⁾	A	⁽⁵⁾	823,194	I	See Footnotes⁽⁸⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	03/26/2010		C		159,424⁽⁴⁾⁽⁶⁾	A	⁽⁶⁾	982,618	I	See Footnotes⁽⁸⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock								3	I	See Footnotes⁽⁹⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	03/26/2010		C		3,251⁽⁴⁾⁽⁵⁾	A	⁽⁵⁾	3,254	I	See Footnotes⁽⁹⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	03/26/2010		C		630⁽⁴⁾⁽⁶⁾	A	⁽⁶⁾	3,884	I	See Footnotes⁽⁹⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	03/26/2010		C		5,014⁽⁴⁾⁽⁵⁾	A	⁽⁵⁾	5,014	I	See Footnotes⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	03/26/2010		C		972⁽⁴⁾⁽⁶⁾	A	⁽⁶⁾	5,986	I	See Footnotes⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽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 H Preferred Stock	⁽⁵⁾	03/26/2010		C			8,559⁽⁴⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	9,868⁽⁴⁾⁽⁵⁾	$0.00	0	I	See Footnotes⁽³⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Series H Preferred Stock	⁽⁵⁾	03/26/2010		C			28,484⁽⁴⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	32,841⁽⁴⁾⁽⁵⁾	$0.00	0	I	See Footnotes⁽⁷⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Series H Preferred Stock	⁽⁵⁾	03/26/2010		C			713,678⁽⁴⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	822,869⁽⁴⁾⁽⁵⁾	$0.00	0	I	See Footnotes⁽⁸⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Series H Preferred Stock	⁽⁵⁾	03/26/2010		C			2,821⁽⁴⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	3,251⁽⁴⁾⁽⁵⁾	$0.00	0	I	See Footnotes⁽⁹⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Series H Preferred Stock	⁽⁵⁾	03/26/2010		C			4,350⁽⁴⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	5,014⁽⁴⁾⁽⁵⁾	$0.00	0	I	See Footnotes⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Series J Preferred Stock	⁽⁶⁾	03/26/2010		C			1,912⁽⁴⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	1,912⁽⁴⁾⁽⁶⁾	$0.00	0	I	See Footnotes⁽³⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Series J Preferred Stock	⁽⁶⁾	03/26/2010		C			6,362⁽⁴⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	6,362⁽⁴⁾⁽⁶⁾	$0.00	0	I	See Footnotes⁽⁷⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Series J Preferred Stock	⁽⁶⁾	03/26/2010		C			159,424⁽⁴⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	159,424⁽⁴⁾⁽⁶⁾	$0.00	0	I	See Footnotes⁽⁸⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Series J Preferred Stock	⁽⁶⁾	03/26/2010		C			630⁽⁴⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	630⁽⁴⁾⁽⁶⁾	$0.00	0	I	See Footnotes⁽⁹⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Series J Preferred Stock	⁽⁶⁾	03/26/2010		C			972⁽⁴⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	972⁽⁴⁾⁽⁶⁾	$0.00	0	I	See Footnotes⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾

Explanation of Responses:

1. Includes 3,776 shares of Common Stock issued upon the exercise of options granted to Wayne Nemeth as a director under the Issuer's incentive plan. Pursuant to an agreement with Credit Suisse Private Equity, Inc., all shares held by Mr. Nemeth were held for the benefit of DLJ Capital Corporation and were transferred to it on March 2, 2010 for no consideration. For purposes of this Form 4, the number of shares of Common Stock 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").

2. As of March 2, 2010, DLJ Capital Corporation owned an aggregate of 3,784 shares of Common Stock. 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. Shares held by DLJ Capital Corporation.

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 H 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.

6. 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.

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

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

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

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

11. The shares are immediately convertible.

12. The shares do not have an expiration date.

13. 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.

14. 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.

15. 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 that are beneficially owned by its direct and indirect subsidiaries.

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