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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IKANOS COMMUNICATIONS [ IKAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/27/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/27/2005 | C(1) | 707,530 | A | (2) | 707,530 | I | See footnote(3) | ||
Common Stock | 09/27/2005 | C(4) | 1,574,305 | A | (2) | 2,281,835 | I | See footnote(5) | ||
Common Stock | 09/27/2005 | C(6) | 259,118 | A | (2) | 2,540,953 | I | See footnote(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series C Preferred Stock | (2) | 09/27/2005 | C | 707,530 | (8) | (8) | Common Stock | 707,530 | $0 | 0 | I | See footnote(3) | |||
Series D Preferred Stock | (2) | 09/27/2005 | C | 1,574,305 | (8) | (8) | Common Stock | 1,574,305 | $0 | 0 | I | See footnote(5) | |||
Series E Preferred Stock | (2) | 09/27/2005 | C | 259,118 | (8) | (8) | Common Stock | 259,118 | $0 | 0 | I | See footnote(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents shares of Common Stock issued upon conversion of Series C Preferred Stock. |
2. Not applicable. |
3. Includes 590,435 shares held by WIIG Communications Partners, L.P. ("WIIG Comm"), 38,560 shares held by WIIG Communications Partners Associates Fund, L.P. ("WIIG Comm Associates"), 77,099 shares held by Pacven Walden Ventures IV, L.P. ("Pacven IV") and 1,436 shares held by Pacven Walden Ventures IV Associates Fund, L.P. ("Pacven IV Associates"). The Reporting Entity is the general partner of WIIG Comm and WIIG Comm Associates and is an affiliate of Pacven Walden Management II, L.P., the general partner of Pacven IV and Pacven IV Associates. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. |
4. Represents shares of Common Stock issued upon conversion of Series D Preferred Stock. |
5. Includes 1,334,899 shares held by WIIG Comm, 64,659 shares held by WIIG Comm Associates, 173,559 shares held by Pacven IV and 1,188 shares held by Pacven IV Associates. The Reporting Entity is the general partner of WIIG Comm and WIIG Comm Associates and is an affiliate of Pacven Walden Management II, L.P., the general partner of Pacven IV and Pacven IV Associates. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. |
6. Represents shares of Common Stock issued upon conversion of Series E Preferred Stock. |
7. Includes 219,715 shares held by WIIG Comm, 10,642 shares held by WIIG Comm Associates, 28,566 shares held by Pacven IV and 195 shares held by Pacven IV Associates. The Reporting Entity is the general partner of WIIG Comm and WIIG Comm Associates and is an affiliate of Pacven Walden Management II, L.P., the general partner of Pacven IV and Pacven IV Associates. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. |
8. Each share is immediately convertible into one share of Common Stock and has no expiration date. |
/s/ Lip-Bu Tan, Director of WIIG Communications Management LLC | 09/29/2005 | |
/s/ Lip-Bu Tan, Director of WIIG Communications Management LLC, the General Partner of WIIG Communications Partners, L.P. | 09/29/2005 | |
/s/ Lip-Bu Tan, Director of WIIG Communications Management LLC, the General Partner of WIIG Communications Partners Associates Fund, L.P. | 09/29/2005 | |
/s/ Lip-Bu Tan, Director of Pacven Walden Management II, L.P. | 09/29/2005 | |
/s/ Lip-Bu Tan, Director of Pacven Walden Management II, L.P., the General Partner of Pacven Walden Ventures IV, L.P. | 09/29/2005 | |
/s/ Lip-Bu Tan, Director of Pacven Walden Management II, L.P., the General Partner of Pacven Walden Ventures IV Associates Fund, L.P. | 09/29/2005 | |
** 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). | ||
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. |