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*
Tallwood Partners, LLC

(Last) (First) (Middle)
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IKANOS COMMUNICATIONS [ IKAN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/07/2013 P 2,000,000 A $1 2,000,000 D(1)(2)
Common Stock 16,000 I By Diosdado P. Banatao
Common Stock 29,616,475 I See Footnotes(3)(4)(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Tallwood Partners, LLC

(Last) (First) (Middle)
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TALLWOOD III ANNEX LP

(Last) (First) (Middle)
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240

(Street)
MENLO PARK CA 94025-7113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TALLWOOD III L P

(Last) (First) (Middle)
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240

(Street)
MENLO PARK CA 94025-7113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TALLWOOD III PARTNERS L P

(Last) (First) (Middle)
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240

(Street)
MENLO PARK CA 94025-7113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Tallwood III Associates LP

(Last) (First) (Middle)
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240

(Street)
MENLO PARK CA 64025-7113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Tallwood III Management LLC

(Last) (First) (Middle)
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Tallwood III Annex Management LLC

(Last) (First) (Middle)
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240

(Street)
MENLO PARK CA 94025-7113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BANATAO DIOSDADO P

(Last) (First) (Middle)
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240

(Street)
MENLO PARK CA 94025-7113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Tallwood Partners, LLC ("Partners") is the direct owner of the shares reported as acquired herein. The Banatao Living Trust DTD 7/21/99 ("Trust") is the managing member of Partners.
2. Diosdado P. Banatao, as a trustee of the Banatao Living Trust DTD 7/21/99, directly or indirectly, holds 100% of the membership interests in Tallwood Partners, LLC, and holds shared voting and dispositive power over the securities held by this entity, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of these shares.
3. Tallwood III Annex, L.P. ("Tallwood III Annex") Tallwood III, L.P. ("Tallwood III"), Tallwood III Partners, L.P. ("Tallwood III Partners"), Tallwood III Associates, L.P. ("Tallwood III Associates" and, together with Tallwood III Annex, Tallwood III and Tallwood III Partners, the "Tallwood Funds") directly own 18,187,904, 10,074,743, 1,275,771 and 78,057 shares of Common Stock of the Company, respectively. (Continued in Footnote 4).
4. Tallwood III Management, LLC ("Tallwood Management") is the general partner of Tallwood III, Tallwood III Partners and Tallwood III Associates. Tallwood III Annex Management, LLC ("Tallwood Annex Management") is the general partner of Tallwood III Annex. Tallwood Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III, Tallwood III Partners and Tallwood III Associates, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein. Tallwood Annex Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III Annex, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein. (Continued in Footnote 5).
5. Diosdado P. Banatao is a managing member of Tallwood Management and Tallwood Annex Management and may be deemed to share voting and dispositive power with respect to the shares owned by the Tallwood Funds, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Mr. Banatao is the beneficial owner of these shares.
Remarks:
/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III, L.P. 11/21/2013
/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III Partners, L.P. 11/21/2013
/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III Associates, L.P. 11/21/2013
/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC 11/21/2013
/s/ Diosdado P. Banatao 11/21/2013
/s/ Diosdado P. Banatao, trustee of the Banatao Living Trust DTD 7/21/99, Managing Member of Tallwood Partners, LLC 11/21/2013
/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Annex Management, LLC as General Partner for Tallwood III Annex, L.P. 11/21/2013
/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Annex Management, LLC 11/21/2013
** 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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