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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
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* ALTA PARTNERS II INC (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OCCAM NETWORKS INC/DE [ OCNW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) No longer 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 11/07/2006
	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	11/07/2006	(1)	C		1,879,088(2)	A	(1)	1,879,088(2)	I	See Footnote(3)
Common Stock	11/07/2006	(1)	S		246,000(4)	D	(4)	1,633,088	I	See Footnote(3)

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
Series A-2 Preferred Stock	(1)	11/07/2006	(1)	C			1,879,088(2)	(1)	(1)	Common Stock	1,879,088(2)	(1)	1,879,088(2)	I	See Footnotes(3)

1. Name and Address of Reporting Person* ALTA PARTNERS II INC (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) No longer 10% Owner

1. Name and Address of Reporting Person* GRUENER GARRETT (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) No longer 10% owner

1. Name and Address of Reporting Person* JANNEY DANIEL (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) No longer 10% owner

1. Name and Address of Reporting Person* NOHRA GUY P (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) No longer 10% owner

1. Name and Address of Reporting Person* ALTA CALIFORNIA PARTNERS III LP (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) No longer 10% owner

1. Name and Address of Reporting Person* ALTA CALIFORNIA MANAGEMENT PARTNERS III LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) No longer 10% owner

1. Name and Address of Reporting Person* ALTA EMBARCADERO PARTNERS III LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) No longer 10% owner

Explanation of Responses:

1. N/A

2. On 11/7/06, Alta California Partners III, L.P. converted its 799,793 shares ("sh") of Series A-2 Preferred Stock ("Ser A-2") into 1,817,710 sh of Common Stock ("Cm"). Alta Embarcadero Partners III, LLC converted its 27,007 sh Ser A-2 into 61,378 sh Cm.

3. Alta Partners II, Inc. ("APII") provides investment advisory services to several venture capital funds including Alta California Partners III, L.P.("ACPIII") & Alta Embarcadero Partners III, LLC ("AEPIII"). The managing directors ("md") of Alta California Management Partners III, LLC ("ACMPIII")(which is the general partner ("gp") of ACPIII) & the managers of AEPIII exercise sole voting & investment power with respect to the shares owned by such funds. Garrett Gruener, Guy Nohra & Daniel Janney (collectively known as the "principals") are md of ACMPIII (which is the gp of ACPIII) & managers of AEPIII. As md & managers of such funds, they may be deemed to to share voting & investment powers over the shares held by such funds. Certain principals of APII are directors & members of ACMPIII, they disclaim beneficial ownership of all such shares held by the foregoing funds except to the extent of their proportionate pecuniary interests therein.

4. Alta California Partners III, L.P. sold 237,965 shares and Alta Embarcadero Partners III, LLC sold 8,035 shares at $14.00 per share on 11/7/2006.

Remarks:

	Guy Nohra	11/07/2006
	Garrett Gruener	11/07/2006
	Daniel Janney	11/07/2006
	Guy Nohra	11/07/2006
	Guy Nohra	11/07/2006
	Guy Nohra	11/07/2006
	Guy Nohra	11/07/2006
	** Signature of Reporting Person	Date
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