| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OCCAM NETWORKS INC/DE [ OCNW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $0.001 par value (the "Common Stock") | 09/30/2010 | S | 29,946 | D | $7.75 | 167,500 | I | See Footnote(1) | ||
| Common Stock | 422,500 | D(2) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares of Common Stock are held by Lattanzio Chen Partners, L.P and Chen Capital Partners L.P. Herbert Chen and John Lattanzio are the managing members of Lattanzio Chen Management, LLC, which serves as investment advisor to Lattanzio Chen Partners, L.P. Mr. Chen is the general partner of Chen Capital Partners, L.P. Each of Mr. Chen, Mr. Lattanzio, Lattanzio Chen Partners, L.P., Chen Capital Partners L.P. and Lattanzio Chen Management LLC (the "LC Parties") disclaim beneficial ownership of the shares of Common Stock to the extent such beneficial ownership exceeds such person's pecuniary interest therein. |
| 2. Shares of Common Stock directly held by Mr. Chen. |
| Remarks: |
| As more fully disclosed in the Schedule 13D filed by the LC Parties with the Securities and Exchange Commission on September 27, 2010 (the "Schedule 13D"), as a result of the actions undertaken on behalf of the LC Parties and the other Reporting Persons (as defined in the Schedule 13D), the LC Parties may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with the other Reporting Persons. On information and belief, the LC Parties and the other Reporting Persons collectively own more than 10% of the total outstanding Common Stock of the Issuer. This Form 4 shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of any shares of Common Stock for any purpose, other than the shares of Common Stock reported on this Form 4. This Form 4 does not reflect any shares of Common Stock that are owned by any other Reporting Person. |
| /s/ Herbert Chen | 10/04/2010 | |
| /s/ John Lattanzio | 10/04/2010 | |
| LATTANZIO CHEN PARTNERS, L.P., by: Lattanzio Chen Management, LLC, its investment manager, by: /s/ Herbert Chen, its managing member | 10/04/2010 | |
| LATTANZIO CHEN MANAGEMENT LLC, by: /s/ Herbert Chen, its managing member | 10/04/2010 | |
| CHEN CAPITAL PARTNERS, L.P., by: /s/ Herbert Chen, its general partner | 10/04/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||