SC 13G: Statement of Beneficial Ownership by Certain Investors
Published on February 11, 2011
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13G
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND
(d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
|
Calix,
Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock
|
|
(Title
of Class of Securities)
|
|
13100M509
|
|
(CUSIP
Number)
|
|
December
31, 2010
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
¨ Rule
13d-1(c)
x Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on following pages)
Page 1 of
15 Pages
Exhibit
Index Contained on Page 13
|
CUSIP
NO. 13100M509
|
13
G
|
Page
2 of 15
|
|
1
|
NAME
OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meritech Capital Partners L.P.
(“MCP”)
Tax ID Number:
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
2,085,647
shares, except
that MeriTech Capital Associates, L.L.C. (“MCA”), the general partner of
MCP, may be deemed to have sole power to vote these shares, MeriTech
Management Associates L.L.C. (“MMA”), a managing member of MCA, may be
deemed to have sole power to vote these shares, and Paul Madera
(“Madera”), and Michael Gordon (“Gordon”), the managing members of MMA,
may be deemed to have shared power to vote these
shares.
|
|
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
2,085,647
shares except
that MCA, the general partner of MCP, may be deemed to have sole power to
dispose of these shares, MMA, a managing member of MCA, may be deemed to
have sole power to dispose of these shares, and Madera and Gordon, the
managing members of MMA, may be deemed to have shared power to dispose of
these shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,085,647
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES*
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
||
|
CUSIP
NO. 13100M509
|
13
G
|
Page
3 of 15
|
|
1
|
NAME
OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meritech Capital Affiliates L.P.
(“MCAF”)
Tax ID Number:
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
33,893
shares, except
that MCA, the general partner of MCAF, may be deemed to have sole power to
vote these shares, MMA, a managing member of MCA, may be deemed to have
sole power to vote these shares, and Madera and Gordon, the managing
members of MMA, may be deemed to have shared power to vote these
shares.
|
|
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
33,893
shares except that MCA, the general partner of MCAF, may be deemed to have
sole power to dispose of these shares, MMA, a managing member of MCA, may
be deemed to have sole power to dispose of these shares, and Madera and
Gordon, the managing members of MMA, may be deemed to have shared power to
dispose of these shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,893
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN
SHARES*
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
||
|
CUSIP
NO. 13100M509
|
13
G
|
Page
4 of 15
|
|
1
|
NAME
OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MeriTech Capital Associates
L.L.C.
Tax ID Number:
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
2,119,540
shares, of which 2,085,647 are directly owned by MCP and 33,893 are owned
by MCAF. MCA, the general partner of MCP and MCAF, may be
deemed to have sole power to vote these shares, MMA, a managing member of
MCA, may be deemed to have sole power to vote these shares, and Madera and
Gordon, the managing members of MMA, may be deemed to have shared power to
vote these shares.
|
|
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
2,119,540
shares, of which 2,085,647 are directly owned by MCP and 33,893 are owned
by MCAF. MCA, the general partner of MCP and MCAF, may be
deemed to have sole power to dispose of these shares, MMA, a managing
member of MCA, may be deemed to have sole power to dispose of these
shares, and Madera and Gordon, the managing members of MMA, may be deemed
to have shared power to dispose of these shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,119,540
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES*
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
||
|
CUSIP
NO. 13100M509
|
13
G
|
Page
5 of 15
|
|
1
|
NAME
OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meritech Management Associates
L.L.C
Tax ID
Number:
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
2,119,540
shares, of which 2,085,647 are directly owned by MCP and 33,893 are owned
by MCAF. MMA is a managing member of MCA, the general partner
of such entities. Madera and Gordon, the managing members of
MMA, may be deemed to have shared power to vote these
shares.
|
|
|
6
|
SHARED
VOTING POWER
See
response to row 5.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
2,119,540
shares, of which 2,085,647 are directly owned by MCP and 33,893 are owned
by MCAF. MMA is a managing member of MCA, the general partner
of such entities. Madera and Gordon, the managing members of
MMA, may be deemed to have shared power to dispose of these
shares.
|
||
|
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,119,540
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
||
|
CUSIP
NO. 13100M509
|
13
G
|
Page
6 of 15
|
|
1
|
NAME
OF REPORTING PERSON Paul
Madera
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
2,119,540
shares, of which 2,085,647 are directly owned by MCP and 33,893 are owned
by MCAF. MMA is a managing member of MCA, the general partner of such
entities. Madera, a managing member of MMA, may be deemed to
have shared power to vote these shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
2,119,540
shares, of which 2,085,647 are directly owned by MCP and 33,893 are owned
by MCAF. MMA is a managing member of
MCA, the general partner of such entities. Madera, a managing
member of MMA, may be deemed to have shared power to dispose of these
shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,119,540
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES*
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
||
|
CUSIP
NO. 13100M509
|
13
G
|
Page
7 of 15
|
|
1
|
NAME
OF REPORTING PERSON Michael
Gordon
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
2,119,540
shares, of which 2,085,647 are directly owned by MCP and 33,893 are owned
by MCAF. MMA is a managing member of MCA, the general partner of such
entities. Gordon, a managing member of MMA, may be deemed to
have shared power to vote these shares.
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
2,119,540
shares, of which 2,085,647 are directly owned by MCP and 33,893 are owned
by MCAF. MMA is a managing member of MCA, the general partner
of such entities. Gordon, a managing member of MMA, may be
deemed to have shared power to dispose of these shares.
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,119,540
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES*
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
|
||
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
||
|
CUSIP
NO. 13100M509
|
13
G
|
Page
8 of 15
|
|
ITEM
1(A).
|
NAME OF
ISSUER
|
Calix,
Inc.
|
ITEM
1(B).
|
ADDRESS OF ISSUER’S
PRINCIPAL EXECUTIVE OFFICES
|
1035 N.
McDowell Boulevard
Petaluma,
CA 94954
|
ITEM
2(A).
|
NAME OF PERSONS
FILING
|
This
Statement is filed by MeriTech Capital Partners L.P., a Delaware limited
partnership (“MCP”), MeriTech Capital Affiliates L.P., a Delaware limited
partnership (“MCAF”), MeriTech Capital Associates L.L.C., a Delaware limited
liability company (“MCA”), MeriTech Management Associates L.L.C., a Delaware
limited liability company (“MMA”), Paul Madera (“Madera”) and Michael Gordon
(“Gordon”). The foregoing entities and individuals are collectively referred to
as the “Reporting Persons.”
MCA is
the general partner of MCP and MCAF, and may be deemed to have indirect
beneficial ownership of shares of the issuer directly owned by MCP and
MCAF. MMA is a managing member of MCA and may be deemed to have
indirect beneficial ownership of shares directly owned by MCP and
MCAF. Madera and Gordon are managing members of MMA and may be deemed
to have indirect beneficial ownership of shares of the issuer directly owned by
MCP and MCAF.
|
ITEM
2(B).
|
ADDRESS OF PRINCIPAL
OFFICE
|
The address for each of the Reporting
Persons is:
Meritech
Capital Partners
245
Lytton Ave, Suite 350
Palo
Alto, CA 94301
|
ITEM
2(C)
|
CITIZENSHIP
|
MCP and
MCAF are Delaware limited partnerships. MCA and MMA are Delaware
limited liability companies. Madera and Gordon are United States
citizens.
|
ITEM
2(D) AND (E).
|
TITLE OF CLASS OF
SECURITIES AND CUSIP NUMBER
|
Common
Stock
CUSIP #
13100M509
|
ITEM
3.
|
Not
Applicable.
|
|
CUSIP
NO. 13100M509
|
13
G
|
Page
9 of 15
|
|
ITEM
4.
|
OWNERSHIP
|
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
|
|
(a)
|
Amount beneficially
owned:
|
See Row 9
of cover page for each Reporting Person.
|
|
(b)
|
Percent of
Class:
|
See Row
11 of cover page for each Reporting Person.
|
|
(c)
|
Number of shares as to
which such person has:
|
|
|
(i)
|
Sole power to vote or
to direct the vote:
|
See Row 5
of cover page for each Reporting Person.
|
|
(ii)
|
Shared power to vote
or to direct the vote:
|
See Row 6
of cover page for each Reporting Person.
|
|
(iii)
|
Sole power to dispose
or to direct the disposition
of:
|
See Row 7
of cover page for each Reporting Person.
|
|
(iv)
|
Shared power to
dispose or to direct the disposition
of:
|
See Row 8
of cover page for each Reporting Person.
|
ITEM
5.
|
OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS
|
|
|
Not
applicable.
|
|
ITEM
6.
|
OWNERSHIP OF MORE THAN
FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
|
Under
certain circumstances set forth in the limited partnership agreements of MCP and
MCAF and the limited liability company agreements of MCA and MMA, the general
and limited partners or members, as the case may be, of each of such entities
may be deemed to have the right to receive dividends from, or the proceeds from,
the sale of shares of the issuer owned by each such entity of which they are a
partner or member, as the case may be.
|
ITEM
7.
|
IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
|
Not
applicable.
|
CUSIP
NO. 13100M509
|
13
G
|
Page
10 of 15
|
|
ITEM
8.
|
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE
GROUP
|
Not
applicable.
|
ITEM
9.
|
NOTICE OF DISSOLUTION
OF GROUP
|
Not
applicable.
|
ITEM
10.
|
CERTIFICATION
|
Not
applicable.
|
CUSIP
NO. 13100M509
|
13
G
|
Page
11 of 15
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February 11,
2011
|
MeriTech
Capital Partners L.P.
|
||
|
By: MeriTech
Capital Associates L.L.C.
|
||
|
its
General Partner
|
||
|
By:
MeriTech Management Associates L.L.C.
|
||
|
a
managing member
|
||
|
By:
|
/s/ Paul S. Madera
|
|
|
Paul
S. Madera, a managing member
|
||
|
MeriTech
Capital Affiliates L.P.
|
||
|
By: MeriTech
Capital Associates L.L.C.
|
||
|
its
General Partner
|
||
|
By:
MeriTech Management Associates L.L.C.
|
||
|
a
managing member
|
||
|
By:
|
/s/ Paul S. Madera
|
|
|
Paul
S. Madera, a managing member
|
||
|
MeriTech
Capital Associates L.L.C.
|
||
|
By:
MeriTech Management Associates L.L.C.
|
||
|
a
managing member
|
||
|
By:
|
/s/ Paul S. Madera
|
|
|
Paul
S. Madera, a managing member
|
||
|
MeriTech
Management Associates L.L.C.
|
||
|
By:
|
/s/ Paul S. Madera
|
|
|
Paul
S. Madera, a managing member
|
||
|
/s/ Paul S. Madera
|
||
|
Paul
S. Madera
|
||
|
/s/ Michael B. Gordon
|
||
|
Michael
B. Gordon
|
||
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative other than an executive officer or
general partner of the filing person, evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with
the Commission may be incorporated by reference. The name and any title of each
person who signs the statement shall be typed or printed beneath his
signature.
|
CUSIP
NO. 13100M509
|
13
G
|
Page
12 of 15
|
NOTE: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for
other
parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
|
CUSIP
NO. 13100M509
|
13
G
|
Page
13 of 15
|
EXHIBIT
INDEX
|
Found on
Sequentially
|
||
|
Exhibit
|
Numbered Page
|
|
|
Exhibit
A: Agreement of Joint Filing
|
14
|
|
CUSIP
NO. 13100M509
|
13
G
|
Page
14 of 15
|
EXHIBIT
A
Agreement of Joint
Filing
The
undersigned hereby agree that a single Schedule 13G (or any amendment thereto)
relating to the Common Stock of Calix, Inc. shall be filed on behalf of each of
the undersigned and that this Agreement shall be filed as an exhibit to such
Schedule 13G.
Date:
February 11, 2011
|
MeriTech
Capital Partners L.P.
|
|||
|
By: MeriTech
Capital Associates L.L.C.
|
|||
|
its
General Partner
|
|||
|
By:
MeriTech Management Associates L.L.C.
|
|||
|
a
managing member
|
|||
|
By:
|
/s/ Paul S. Madera
|
||
|
Paul
S. Madera, a managing member
|
|||
|
MeriTech
Capital Affiliates L.P.
|
|||
|
By: MeriTech
Capital Associates L.L.C.
|
|||
|
its
General Partner
|
|||
|
By:
MeriTech Management Associates L.L.C.
|
|||
|
a
managing member
|
|||
|
By:
|
/s/ Paul S. Madera
|
||
|
Paul
S. Madera, a managing member
|
|||
|
MeriTech
Capital Associates L.L.C.
|
|||
|
By:
MeriTech Management Associates L.L.C.
|
|||
|
a
managing member
|
|||
|
By:
|
/s/ Paul S. Madera
|
||
|
Paul
S. Madera, a managing member
|
|||
|
MeriTech
Management Associates L.L.C.
|
|||
|
By:
|
/s/ Paul S. Madera
|
||
|
Paul
S. Madera, a managing member
|
|||
|
CUSIP
NO. 13100M509
|
13
G
|
Page
15 of 15
|
|
/s/ Paul S. Madera
|
||
|
Paul
S. Madera
|
||
|
/s/ Michael B. Gordon
|
||
|
Michael
B. Gordon
|