SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed 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^*

KRAMLICH C RICHARD

(Last)

(First)

(Middle)

1119 ST. PAUL STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2003

3. Issuer Name and Ticker or Trading Symbol
ZHONE TECHNOLOGIES INC [ ZHNE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	6,031,046⁽³⁾	I	See Note 1⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option (right to buy)⁽⁴⁾	02/08/2000	02/08/2010	Common Stock	3,525	$2.13	I	See Note 2⁽²⁾

Explanation of Responses:

1. The Reporting Person is a general partner of (i) NEA Partners VIII, L.P., the general partner of New Enterprise Associates VIII, L.P. which owns of record and beneficially 1,817,243 common shares (the "NEA VIII Shares"), (ii) NEA Partners 10, L.P., the general partner of New Enterprise Associates 8A, L.P. which owns of record and beneficially 853,683 common shares (the "NEA 8A Shares"), and (iii) NEA Partners 9, L.P., the general partner of New Enterprise Associates 9, L.P. which owns of record and beneficially 3,360,120 common shares (the "NEA 9 Shares"). The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, of such portion of the NEA VIII Shares, NEA 8A Shares and NEA 9 Shares in which the Reporting Person has no actual pecuniary interest.

2. Held by NEA Development Corp.

3. Pursuant to a merger agreement (the "Merger Agreement") between ZTI Merger Subsidiary III, Inc., formerly known as Zhone Technologies, Inc. ("ZTI"), and Zhone Technologies, Inc., formerly known as Tellium, Inc. ("Zhone"), New Enterprise Associates VIII, L.P., New Enterprise Associates 8A, L.P., and New Enterprise Associates 9, L.P. acquired the shares of the issuer described in footnote 1, above.

4. Pursuant to the Merger Agreement, this option was issued to replace an option to purchase 7500 shares of ZTI common stock at an exercise price of $1.00 per share. As of the date hereof, options to purchase 7,031 of the underlying shares are vested, and options to purchase the remaining underlying shares vest 1/48 per month for each month of continuous service to the company.

	Louis S. Citron, attorney-in-fact	11/17/2003
	** 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).
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