3: Initial statement of beneficial ownership of securities
Published on March 23, 2010
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/23/2010 |
3. Issuer Name and Ticker or Trading Symbol
CALIX, INC [ CALX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series I Preferred Stock | (1) | (2) | Common Stock | 682,015(3)(4) | 0.00 | I | See Footnotes(5)(8) |
| Series J Preferred Stock | (1) | (2) | Common Stock | 179,963(3)(6) | 0.00 | I | See Footnotes(5)(8) |
| Series J Preferred Stock | (1) | (2) | Common Stock | 63,119(3)(6) | 0.00 | I | See Footnotes(7)(8) |
| Stock Option (right to buy) | (9) | 10/12/2019 | Common Stock | 14,000(3) | 6.8(3) | D | |
| Explanation of Responses: |
| 1. The shares are immediately convertible. |
| 2. The shares do not have an expiration date. |
| 3. Reflects a 2-for-3 reverse stock split of the Issuer's outstanding securities effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement. |
| 4. Each share of Series I Preferred Stock will automatically convert on a 1.27-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering. Includes 15,520 shares, as converted and adjusted to reflect a 2-for-3 reverse stock split, acquired on March 22, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock. |
| 5. Shares held by Riverwood Capital LLC. |
| 6. Each share of Series J Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering. |
| 7. Shares held by WB Investors, LLC. |
| 8. The manager of Riverwood Capital, LLC is Ironwood Management, LLC. The sole member of Ironwood Management, LLC is Michael Marks. The manager of WB Investors, LLC is Michael Marks. Mr. Marks disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| 9. 1/3rd of the shares subject to the option vest on August 17, 2010, and 1/24th of the remaining shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on August 17, 2012. |
| /S/ Michael E. Marks | 03/23/2010 | |
| ** 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 5 (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.