SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KRAMLICH C RICHARD (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ZHONE TECHNOLOGIES INC [ ZHNE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/10/2006
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2006		P		364,482	A	$2.1985	5,506,570	I	See Note 1(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), which is the beneficial owner of the securities. 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 10 shares in which the Reporting Person has no actual pecuniary interest therein.

Remarks:

In addition to the shares reported herein, the Reporting Person directly owns (i) 7,468 common shares of the Issuer, (ii) a stock option (right to buy) for 30,000 common shares of the Issuer with an exercise price of $3.24 and (iii) a stock option (right to buy) for 30,000 common shares of the Issuer with an exercise price of $2.48. These securities were previously reported. In addition, the Reporting Person indirectly owns (i) an option to acquire 3,525 common shares which is owned of record by NEA Development Corp. ("NEA DC"), (ii) 1,817,129 common shares and a warrant to acquire 12,777 common shares which are owned of record by New Enterprise Associates VIII, L.P. ("NEA VIII"), (iii) 1,294,849 common shares and a warrant to acquire 26,849 common shares which is owned by New Enterprise Associates 8A, L.P. ("NEA 8A"), (iv) 4,287,092 common shares which are owned by New Enterprise Associates 9, L.P. ("NEA 9") and (v) and a warrant to acquire 43,110 common shares which is owned of record by New Enterprise Associates 10, L.P. ("NEA 10"). The Reporting Person is (i) a general partner of NEA Partners 10, L.P., the sole general partner of NEA 8A and NEA 10, (ii) a general partner of NEA Partners 9, L.P., the sole general partner of NEA 9, and (iii) a general partner of NEA Partners VIII, L.P., the sole general partner of NEA VIII. The Reporting Person also owns an interest in New Enterprise Associates, LLC, the sole shareholder of NEA DC. 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 DC option, the NEA VIII shares and warrant, the NEA 8A shares and warrant, NEA 9 shares and warrant, and the NEA 10 warrant in which the Reporting Person has no actual pecuniary interest therein. All of the above holdings described in this section have been previously reported.

	Louis S. Citron, Attorney in Fact	02/13/2006
	** 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 4 (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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