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*
TIMMINS JAMES D
(Last) (First) (Middle)
5 PALO ALTO SQUARE 9TH FLOOR
(Street)
PALO ALTO CA 94306
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZHONE TECHNOLOGIES INC [ ZHNE ] 		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)
11/22/2004
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)
Code V Amount (A) or (D) Price
Common Stock 11/22/2004 S 1,419 D $2.6199 224,819 I See footnote(1)
Common Stock 11/22/2004 S 1,218 D $2.6199 192,948 I See footnote(2)
Common Stock 11/22/2004 S 782 D $2.6199 123,870 I See footnote(3)
Common Stock 11/22/2004 S 782 D $2.6199 123,870 I See footnote(4)
Common Stock 11/22/2004 S 406 D $2.6199 64,373 I See footnote(5)
Common Stock 11/22/2004 S 217 D $2.6199 34,362 I See footnote(6)
Common Stock 11/22/2004 S 217 D $2.6199 34,362 I See footnote(7)
Common Stock 11/22/2004 S 59 D $2.6199 9,446 I See footnote(8)
Common Stock 363,667 I See footnote(9)
Common Stock 21,725 I See footnote(10)
Common Stock 3,436 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $3.24 (11) 05/19/2014 Common Stock 30,000 30,000 D
Explanation of Responses:
1. The shareholder of record is NIF New Technology Fund 2000/1 (NTF 2000/1). NIF Ventures Co. Ltd. is the general partner of NTF 2000/1. Mr. Timmins is affiliated with NIF Ventures USA, Inc., which is a wholly owned subsidiary of NIF Ventures Co. Ltd. Mr. Timmins disclaims beneficial ownership of the reported securities held by NTF 2000/1, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Timmins is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
2. The shareholder of record is NIF New Technology Fund 2000/2 (NTF 2000/2). NIF Ventures Co. Ltd. is the general partner of NTF 2000/2. Mr. Timmins is affiliated with NIF Ventures USA, Inc., which is a wholly owned subsidiary of NIF Ventures Co. Ltd. Mr. Timmins disclaims beneficial ownership of the reported securities held by NTF 2000/2, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Timmins is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
3. The shareholder of record is NIF New Technology Fund 99-A (NTF 99-A). NIF Ventures Co. Ltd. is the general partner of NTF 99-A. Mr. Timmins is affiliated with NIF Ventures USA, Inc., which is a wholly owned subsidiary of NIF Ventures Co. Ltd. Mr. Timmins disclaims beneficial ownership of the reported securities held by NTF 99-A, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Timmins is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
4. The shareholder of record is NIF New Technology Fund 99-B (NTF 99-B). NIF Ventures Co. Ltd. is the general partner of NTF 99-B. Mr. Timmins is affiliated with NIF Ventures USA, Inc., which is a wholly owned subsidiary of NIF Ventures Co. Ltd. Mr. Timmins disclaims beneficial ownership of the reported securities held by NTF 99-B, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Timmins is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
5. The shareholder of record is NIF 21-One(1). NIF Ventures Co. Ltd. is the general partner of NIF 21-One(1). Mr. Timmins is affiliated with NIF Ventures USA, Inc., which is a wholly owned subsidiary of NIF Ventures Co. Ltd. Mr. Timmins disclaims beneficial ownership of the reported securities held by NIF 21-One(1), except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Timmins is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
6. The shareholder of record is NIF 21-One(2-A). NIF Ventures Co. Ltd. is the general partner of NIF 21-One(2-A). Mr. Timmins is affiliated with NIF Ventures USA, Inc., which is a wholly owned subsidiary of NIF Ventures Co. Ltd. Mr. Timmins disclaims beneficial ownership of the reported securities held by NIF 21-One(2-A), except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Timmins is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
7. The shareholder of record is NIF 21-One(2-B). NIF Ventures Co. Ltd. is the general partner of NIF 21-One(2-B). Mr. Timmins is affiliated with NIF Ventures USA, Inc., which is a wholly owned subsidiary of NIF Ventures Co. Ltd. Mr. Timmins disclaims beneficial ownership of the reported securities held by NIF 21-One(2-B), except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Timmins is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
8. The shareholder of record is NIF-ST Fund. NIF Ventures Co. Ltd. is the general partner of NIF-ST Fund. Mr. Timmins is affiliated with NIF Ventures USA, Inc., which is a wholly owned subsidiary of NIF Ventures Co. Ltd. Mr. Timmins disclaims beneficial ownership of the reported securities held by NIF-ST Fund, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Timmins is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
9. The shareholder of record is NIF Ventures Co. Ltd. Mr. Timmins is affiliated with NIF Ventures USA, Inc., which is a wholly owned subsidiary of NIF Ventures Co. Ltd. Mr. Timmins disclaims beneficial ownership of the reported securities held by NIF Ventures Co. Ltd., except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Timmins is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
10. The shareholder of record is NIF-TT Fund. NIF Ventures Co. Ltd. is the general partner of NIF-TT Fund. Mr. Timmins is affiliated with NIF Ventures USA, Inc., which is a wholly owned subsidiary of NIF Ventures Co. Ltd. Mr. Timmins disclaims beneficial ownership of the reported securities held by NIF-TT Fund, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Timmins is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
11. One forty eighth (1/48) of the shares subject to the option vest one month after May 19, 2004 and one forty eighth (1/48) of the shares subject to the option vest each full month thereafter.
/s/ Toru Sasazawa, as attorney-in-fact for James D. Timmins 11/24/2004
** 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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