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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X
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*
SEQUOIA CAPITAL VIII

(Last) (First) (Middle)
3000 SAND HILL ROAD, 4-180

(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)
05/23/2008
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 05/23/2008 S(1) 708,005 D $3.15(1) 1,451,427 D(2)
Common Stock 05/23/2008 S(1) 8,781(3) D $3.15(1) 18,001 I See footnote(3)
Common Stock 05/23/2008 S(1) 45,816 D $3.15(1) 93,924 I See footnote(4)
Common Stock 05/23/2008 S(1) 208,910 D $3.15(1) 428,272 I See footnote(5)
Common Stock 05/23/2008 S(1) 28,488 D $3.15(1) 58,400 I See footnote(6)
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*
SEQUOIA CAPITAL VIII

(Last) (First) (Middle)
3000 SAND HILL ROAD, 4-180

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SC VIII MANAGEMENT-A LLC

(Last) (First) (Middle)
SEQUOIA CAPITAL VIII, L.P.

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COOPER KENDALL

(Last) (First) (Middle)
SEQUOIA CAPITAL VIII, L.P.

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SITP VIII LIQUIDATING TRUST

(Last) (First) (Middle)
SEQUOIA CAPITAL VIII, L.P.

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SITP VIII-Q LIQUIDATING TRUST

(Last) (First) (Middle)
SEQUOIA CAPITAL VIII, L.P.

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL FRANCHISE FUND LP

(Last) (First) (Middle)
SEQUOIA CAPITAL VIII, L.P.

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL FRANCHISE PARTNERS LP

(Last) (First) (Middle)
SEQUOIA CAPITAL VIII, L.P.

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCFF MANAGEMENT LLC

(Last) (First) (Middle)
SEQUOIA CAPITAL VIII, L.P.

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MORITZ MICHAEL J

(Last) (First) (Middle)
SEQUOIA CAPITAL VIII, L.P.

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOGUEN MICHAEL L

(Last) (First) (Middle)
SEQUOIA CAPITAL VIII, L.P.

(Street)

(City) (State) (Zip)
Explanation of Responses:
1. Shares sold pursuant to the Share Transfer Agreement dated May 23, 2008 (the "Agreement") by and among Sequoia Capital Franchise Partners, L.P. ("SCFP"), Sequoia Capital Franchise Fund, L.P. ("SCFF"), Sequoia Capital VIII, L.P. ("SC VIII"), SITP VIII Liquidating Trust ("SITP VIII LT") and SITP VIII-Q Liquidating Trust ("SITP VIII-Q LT") and the Issuer. Pursuant to the terms of the Agreement, the shares were sold at $3.15 per share.
2. The reported securities are held of record by SC VIII. SC VIII Management- A, LLC ("SCVIII-A LLC") is the General Partner of SC VIII and Kendall Cooper is the Managing Member of SCVIII-A LLC and may be deemed to share voting and dispositive power over the shares held by SC VIII. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
3. The reported securities are held of record by SITP VIII LT for which Deborah Kranz serves as the Trustee and may be deemed to share voting and dispositive power over the shares held by SITP VIII LT. Ms. Kranz disclaims beneficial ownership of the reported securities. SITP VIII LT disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. All of these shares were previously reported as held by Sequoia International Technology Partners VIII, L.P. ("SITP VIII"). Such shares were transferred from SITP VIII to SITP VIII LT on January 11, 2006.
4. The reported securities are held of record by SITP VIII-Q LT for which Deborah Kranz serves as the Trustee and may be deemed to share voting and dispositive power over the shares held by SITP VIII-Q LT. Ms. Kranz disclaims beneficial ownership of the reported securities. SITP VIII-Q LT disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. All of these shares were previously reported as held by Sequoia International Technology Partners VIII (Q) ("SITP VIII Q"). Such shares were transferred from SITP VIII Q to SITP VIII-Q LT on January 11, 2006.
5. The reported securities are held of record by SCFF. SCFF Management, LLC ("SCFF LLC") is the General Partner of SCFF and Michael Moritz, Douglas Leone, Mark Stevens and Michael Goguen are the Managing Members of SCFF LLC and may be deemed to share voting and dispositive power over the shares held by SCFF. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. Until January 28, 2008, Mr. Goguen was a director of the Issuer.
6. The reported securities are held of record by SCFP. SCFF LLC is the General Partner of SCFP and Michael Moritz, Douglas Leone, Mark Stevens and Michael Goguen are the Managing Members of SCFF LLC and may be deemed to share voting and dispositive power over the shares held by SCFP. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. Until January 28, 2008, Mr. Goguen was a director of the Issuer.
Remarks:
This report is one of two reports, each on a separate Form 4 filed on the date hereof, but relating to the same transactions being filed by the Reporting Persons.
/s/ Kendall Cooper, Managing Member, SC VIII Management-A, LLC, General Partner of Sequoia Capital VIII 05/28/2008
/s/ Kendall Cooper, Managing Member, SC VIII Management-A, LLC 05/28/2008
/s/Kendall Cooper 05/28/2008
/s/Deborah Kranz, Trustee, SITP VIII Liquidating Trust 05/28/2008
/s/Deborah Kranz, Trustee, SITP VIII Q Liquidating Trust 05/28/2008
/s/Michael Moritz, Managing Member SCFF Management, LLC, General Partner of Sequoia Capital Franchise Fund, L.P 05/28/2008
/s/Michael Moritz, Managing Member SCFF Management, LLC, General Partner of Sequoia Capital Franchise Partners, L.P. 05/28/2008
/s/Michael Moritz, Managing Member SCFF Management, LLC 05/28/2008
/s/Michael Moritz 05/28/2008
/s/Michael Goguen 05/28/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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