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^*

LISTWIN DONALD J

(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	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	01/26/2010		A		2,266⁽¹⁾	A	$0	25,598⁽²⁾⁽³⁾	D
Common Stock	03/26/2010		C		68,250⁽⁴⁾⁽⁵⁾	A	⁽⁵⁾	93,848	D
Common Stock	03/26/2010		C		253,616⁽⁴⁾⁽⁶⁾	A	⁽⁶⁾	347,464	D

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 I Preferred Stock	⁽⁵⁾	03/26/2010		C			53,746⁽⁴⁾⁽⁷⁾	⁽⁸⁾	⁽⁹⁾	Common Stock	68,250⁽⁴⁾⁽⁵⁾⁽⁷⁾	$0	0	D
Series J Preferred Stock	⁽⁶⁾	03/26/2010		C			253,616⁽⁴⁾	⁽⁸⁾	⁽⁹⁾	Common Stock	253,616⁽⁴⁾⁽⁶⁾	$0	0	D
Stock Option (right to buy)	$9.54⁽¹⁰⁾	01/26/2010		A		5,000⁽¹⁰⁾		⁽¹¹⁾	01/25/2020	Common Stock	5,000⁽¹⁰⁾	$0	5,000⁽¹⁰⁾	D

Explanation of Responses:

1. Consists of restricted stock units ("RSUs"). The Reporting person originally acquired 3,400 RSUs on January 26, 2010, 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 all 2,266 of these RSUs (which reflects the Reverse Stock Split) scheduled to vest on January 26, 2011.

2. As of January 26, 2010, the Reporting Person owned an aggregate of 38,400 shares of Common Stock, all 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. Consists of an aggregate of 25,598 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. 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.

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 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.

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. Includes 54 shares, as adjusted to reflect the Reverse Stock Split (68 shares, as converted), acquired by the Reporting Person on March 26, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.

8. The shares are immediately convertible.

9. The shares do not have an expiration date.

10. On January 26, 2010, the Reporting Person was granted an option to purchase up to 7,500 shares of the Issuer's Common Stock at an exercise price of $6.36 per share. For purposes of this Form 4, the number of shares subject to the option and the option exercise price have been adjusted to reflect the Reverse Stock Split.

11. 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/ Kelyn Brannon-Ahn	03/30/2010
	** 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 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).
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