X0303 4 2009-05-14 0 0001101680 ZHONE TECHNOLOGIES INC ZHNE 0001205970 GREENE JAMES H JR C/O KOHLBERG KRAVIS ROBERTS & CO. 2800 SAND HILL ROAD MENLO PARK CA 94025 1 0 0 0 Common Stock 2009-05-14 4 A 0 15000 0.00 A 45000 D Common Stock 48784 I By Family Trust; see Footnote Common Stock 8959375 I See Footnotes Grant of restricted share award for services by the Reporting Person on the Board of Directors of the Issuer pursuant to the Amended and Restated Zhone Technologies, Inc. 2001 Stock Incentive Plan. The restricted shares vest and become exercisable in four equal annual installments beginning May 14, 2010, so that all of the shares will become fully vested on May 14, 2013. These shares were transferred to a revocable family trust for the benefit of the Reporting Person and his spouse; the Reporting Person continues to beneficially own the shares held in the trust. KKR-ZT, L.L.C. holds 8,959,375 shares of common stock of the Issuer. The Reporting Person is a member of KKR 1996 GP LLC, which is the sole general partner of KKR Associates 1996, L.P., which is the sole general partner of KKR 1996 Fund, L.P., which is the senior member of KKR-ZT, L.L.C. KKR 1996 GP L.L.C. is a Delaware limited liability company, of which the Reporting Person is a member. The Reporting Person may be demed to share benefical ownership of shares of common stock of the Issuer that KKR 1996 GP L.L.C. may beneficially own, or be deemed to beneficially own, but disclaims beneficial ownership of these securities, 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 all such equity securities covered by this statement. Richard J. Kreider Attorney-in-Fact for the Reporting Person /s/ Richard J. Kreider 2009-05-18