X0202 3 2005-09-21 0 0001219210 IKANOS COMMUNICATIONS IKAN 0001339281 TeleSoft Partners II QP, L.P. 1450 FASHION ISLAND BOULEVARD, SUITE 610 SAN MATEO CA 94404-2070 0 0 1 0 0001339284 TeleSoft Partners II, L.P. 1450 FASHION ISLAND BOULEVARD, SUITE 610 SAN MATEO CA 94404-2070 0 0 1 0 0001339278 TeleSoft Partners II SBIC, L.P. 1450 FASHION ISLAND BOULEVARD, SUITE 610 SAN MATEO CA 94404-2070 0 0 1 0 0001339279 TeleSoft Partners IA, L.P. 1450 FASHION ISLAND BOULEVARD, SUITE 610 SAN MATEO CA 94404-2070 0 0 1 0 0001339280 TeleSoft Strategic Side Fund, L.L.C. 1450 FASHION ISLAND BOULEVARD, SUITE 610 SAN MATEO CA 94404-2070 0 0 1 0 0001339277 TeleSoft NP Employee Fund, L.L.C. 1450 FASHION ISLAND BOULEVARD, SUITE 610 SAN MATEO CA 94404-2070 0 0 1 0 0001339359 Gupta Arjun 1450 FASHION ISLAND BOULEVARD, SUITE 610 SAN MATEO CA 94404-2070 0 0 1 0 0001339283 Howard Allan James 1450 FASHION ISLAND BOULEVARD, SUITE 610 SAN MATEO CA 94404-2070 0 0 1 0 0001339282 Dennedy Thomas Patrick 1450 FASHION ISLAND BOULEVARD, SUITE 610 SAN MATEO CA 94404-2070 0 0 1 0 Common Stock 25976 D Common Stock 1367 D Common Stock 19505 D Common Stock 1327 D Series A Preferred Stock Common Stock 104166 D Series B Preferred Stock Common Stock 91784 D Series B Preferred Stock Common Stock 4830 D Series C Preferred Stock Common Stock 254977 D Series D Preferred Stock Common Stock 612929 D Series D Preferred Stock Common Stock 41720 D Series D Preferred Stock Common Stock 654649 D Series D Preferred Stock Common Stock 2623 D Series E Preferred Stock Common Stock 201205 D The reported securities are owned directly by TeleSoft Partners IA, L.P. and indirectly by TeleSoft IA-GP, Inc., as general partner of TeleSoft Partners IA, L.P. The Chairman and President of TeleSoft IA-GP, Inc. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners IA, L.P. Mr. Gupta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The reported securities are owned directly by TeleSoft Strategic Side Fund I, L.L.C. and indirectly by TeleSoft Management, L.L.C., as managing member of TeleSoft Strategic Side Fund I, L.L.C. The managing member of TeleSoft Management, L.L.C. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Strategic Side Fund I, L.L.C. Mr. Gupta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The reported securities are owned directly by TeleSoft Partners II QP, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II QP, L.P. The managing member of TeleSoft Management II, L.L.C. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners II QP, L.P. Mr. Gupta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The reported securities are owned directly by TeleSoft Partners II, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II, L.P. The managing member of TeleSoft Management II, L.L.C. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners II, L.P. Mr. Gupta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Each share of Series A Preferred Stock is immediately convertible into 1 share of Common Stock. Not applicable. Each share of Series B Preferred Stock is immediately convertible into 1 share of Common Stock. Each share of Series C Preferred Stock is immediately convertible into 1 share of Common Stock. Each share of Series D Preferred Stock is immediately convertible into 1 share of Common Stock. The reported securities are owned directly by TeleSoft Partners II SBIC, L.P. and indirectly by TeleSoft II SBIC-GP, Inc., as general partner of TeleSoft Partners II SBIC, L.P. The Chairman and President of TeleSoft II SBIC-GP, Inc. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners II-SBIC, L.P. Mr. Gupta disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The reported securities are owned directly by TeleSoft NP Employee Fund, L.L.C. and indirectly by TeleSoft Management Services, L.L.C., the sole member of TeleSoft NP Employee Fund, L.L.C. The managing members of TeleSoft NP Employee Fund, L.L.C. are Al Howard and Thomas P. Dennedy, who hold voting and dispositive power for the securities held by TeleSoft NP Employee Fund, L.L.C. The sole member and managing member of TeleSoft Management Services, L.L.C. is Mr. Gupta. Each of Mr. Gupta, Howard and Dennedy disclaim beneficial ownership of these securities except to the extent of his pecuniary interest therein. Each share of Series E Preferred Stock is immediately convertible into 1 share of Common Stock. This report is the first of two Forms 3 filed jointly by the following entities and individuals, all of which are direct or indirect 10% owners, and all of which are members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended: TeleSoft Partners IA, L.P., TeleSoft Strategic Side Fund I, L.L.C., TeleSoft Partners II, L.P., TeleSoft Partners II QP, L.P., TeleSoft Partners II SBIC, L.P., and TeleSoft NP Employee Fund, L.L.C. (collectively, the "funds"), TeleSoft Management, L.L.C., TeleSoft Management II, L.L.C., TeleSoft IA-GP, Inc., TeleSoft II SBIC-GP, Inc., Arjun Gupta, Al Howard and Thomas P. Dennedy. Each Form 3 reports beneficial ownership of the same securities. /s/ Al Howard, Attorney-in-fact for Arjun Gupta, Executive Manager of TeleSoft Management II, L.L.C., General Partner of TeleSoft Partners II QP, L.P. 2005-09-22 /s/ Al Howard, Attorney-in-fact for Arjun Gupta, Executive Manager of TeleSoft Management II, L.L.C., General Partner of TeleSoft Partners II, L.P. 2005-09-22 /s/ Al Howard, Attorney-in-fact for Arjun Gupta, President of TeleSoft II SBIC-GP, Inc., General Partner of TeleSoft Partners II SBIC, L.P. 2005-09-22 /s/ Al Howard, Attorney-in-fact for Arjun Gupta, President of TeleSoft IA-GP, Inc., General Partner of TeleSoft Partners IA, L.P. 2005-09-22 /s/ Al Howard, Attorney-in-fact for Arjun Gupta, Executive Manager of TeleSoft Management, L.L.C., Managing Member of TeleSoft Strategic Side Fund I, L.L.C. 2005-09-22 /s/ Thomas P. Dennedy, Manager of TeleSoft NP Employee Fund, L.L.C. 2005-09-22 /s/ Thomas P. Dennedy, Attorney-in-fact for Arjun Gupta 2005-09-22 /s/ Al Howard 2005-09-22 /s/ Thomas P. Dennedy 2005-09-22