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
X	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* TeleSoft Management II, L.L.C. (Last) (First) (Middle) 1450 FASHION ISLAND BOULEVARD, SUITE 610 (Street) SAN MATEO CA 94404-2070 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol IKANOS COMMUNICATIONS [ IKAN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	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) Form filed by One Reporting Person X 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	09/27/2005		C(1)		104,166	A	(2)	152,341	D(3)(4)(5)(6)(7)
Common Stock	09/27/2005		C(8)		96,614	A	(2)	248,955	D(9)(14)(5)(6)(7)
Common Stock	09/27/2005		C(10)		254,977	A	(2)	503,932	D(11)(14)(5)(6)(7)
Common Stock	09/27/2005		C(12)		1,311,921	A	(2)	1,815,853	D(13)(14)(4)(5)(6)(7)(15)(16)
Common Stock	09/27/2005		C(17)		201,205	A	(2)	2,017,058	D(18)(19)(4)(5)(6)(7)(15)(16)

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
Series A Preferred Stock	(2)	09/27/2005		C			104,166	(20)	(20)	Common Stock	104,166	$0	0	D(21)(4)
Series B Preferred Stock	(2)	09/27/2005		C			96,614	(20)	(20)	Common Stock	96,614	$0	0	D(22)(4)(5)
Series C Preferred Stock	(2)	09/27/2005		C			254,977	(20)	(20)	Common Stock	254,977	$0	0	D(21)(4)
Series D Preferred Stock	(2)	09/27/2005		C			1,311,921	(20)	(20)	Common Stock	1,311,921	$0	0	D(23)(6)(7)(15)(16)
Series E Preferred Stock	(2)	09/27/2005		C			201,205	(20)	(20)	Common Stock	201,205	$0	0	D(24)(15)

1. Name and Address of Reporting Person* TeleSoft Management II, L.L.C. (Last) (First) (Middle) 1450 FASHION ISLAND BOULEVARD, SUITE 610 (Street) SAN MATEO CA 94404-2070 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TeleSoft II SBIC-GP, Inc. (Last) (First) (Middle) 1450 FASHION ISLAND BOULEVARD, SUITE 610 (Street) SAN MATEO CA 94404-2070 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TeleSoft IA-GP, Inc. (Last) (First) (Middle) 1450 FASHION ISLAND BOULEVARD, SUITE 610 (Street) SAN MATEO CA 94404-2070 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TeleSoft Management, L.L.C. (Last) (First) (Middle) 1450 FASHION ISLAND BOULEVARD, SUITE 610 (Street) SAN MATEO CA 94404-2070 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents shares of Common Stock issued upon conversion of Series A Preferred Stock.

2. Not applicable.

3. Includes (i) 130,142 shares owned directly by TeleSoft Partners IA, L.P. and indirectly by TeleSoft IA-GP, Inc., as general partner of TeleSoft Partners IA, L.P., (ii) 1,367 shares owned directly by TeleSoft Strategic Side Fund I, L.L.C. and indirectly by TeleSoft Management, L.L.C., as managing member of TeleSoft Strategic Side Fund I, L.L.C., (iii) 19,505 shares owned directly by TeleSoft Partners II QP, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II QP, L.P. and (iv) 1,327 shares owned directly by TeleSoft Partners II, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II, L.P.

4. The Chairman and President of TeleSoft IA-GP, Inc. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners IA, L.P. Mr. Gupta disclaims beneficial ownership of securities held by TeleSoft Partners IA, L.P. except to the extent of his pecuniary interest therein.

5. The managing member of TeleSoft Management, L.L.C. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Strategic Side Fund I, L.L.C. Mr. Gupta disclaims beneficial ownership of securities held by TeleSoft Strategic Side Fund I, L.L.C. except to the extent of his pecuniary interest therein.

6. The managing member of TeleSoft Management II, L.L.C. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners II QP, L.P. Mr. Gupta disclaims beneficial ownership of securities held by TeleSoft Partners II QP, L.P. except to the extent of his pecuniary interest therein.

7. The managing member of TeleSoft Management II, L.L.C. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners II, L.P. Mr. Gupta disclaims beneficial ownership of securities held by TeleSoft Partners II, L.P. except to the extent of his pecuniary interest therein.

8. Represents shares of Common Stock issued upon conversion of Series B Preferred Stock.

9. Includes (i) 221,926 shares owned directly by TeleSoft Partners IA, L.P. and indirectly by TeleSoft IA-GP, Inc., as general partner of TeleSoft Partners IA, L.P., (ii) 6,197 shares owned directly by TeleSoft Strategic Side Fund I, L.L.C. and indirectly by TeleSoft Management, L.L.C., as managing member of TeleSoft Strategic Side Fund I, L.L.C., (iii) 19,505 shares owned directly by TeleSoft Partners II QP, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II QP, L.P. and (iv) 1,327 shares owned directly by TeleSoft Partners II, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II, L.P.

10. Represents shares of Common Stock issued upon conversion of Series C Preferred Stock.

11. Includes (i) 476,903 shares owned directly by TeleSoft Partners IA, L.P. and indirectly by TeleSoft IA-GP, Inc., as general partner of TeleSoft Partners IA, L.P., (ii) 6,197 shares owned directly by TeleSoft Strategic Side Fund I, L.L.C. and indirectly by TeleSoft Management, L.L.C., as managing member of TeleSoft Strategic Side Fund I, L.L.C., (iii) 19,505 shares owned directly by TeleSoft Partners II QP, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II QP, L.P. and (iv) 1,327 shares owned directly by TeleSoft Partners II, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II, L.P.

12. Represents shares of Common Stock issued upon conversion of Series D Preferred Stock.

13. Includes (i) 476,903 shares owned directly by TeleSoft Partners IA, L.P. and indirectly by TeleSoft IA-GP, Inc., as general partner of TeleSoft Partners IA, L.P., (ii) 6,197 shares owned directly by TeleSoft Strategic Side Fund I, L.L.C. and indirectly by TeleSoft Management, L.L.C., as managing member of TeleSoft Strategic Side Fund I, L.L.C., (iii) 632,434 shares owned directly by TeleSoft Partners II QP, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II QP, L.P., (iv) 43,047 shares owned directly by TeleSoft Partners II, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II, L.P., (v) 654,649 shares owned directly by TeleSoft Partners II SBIC, L.P. and indirectly by TeleSoft II SBIC-GP, Inc., as general partner of TeleSoft Partners II SBIC, L.P. and

14. Footnote (13) continues as follows: (vi) 2,623 shares owned directly by TeleSoft NP Employee Fund, L.L.C. and indirectly by TeleSoft Management Services, L.L.C., sole member of TeleSoft NP Employee Fund, L.L.C.

15. The Chairman and President of TeleSoft II SBIC-GP, Inc. is Arjun Gupta, who holds voting and dispositive power for the securities held by TeleSoft Partners II SBIC, L.P. Mr. Gupta disclaims beneficial ownership of securities held by TeleSoft Partners II SBIC, L.P. except to the extent of his pecuniary interest therein.

16. The managers of TeleSoft NP Employee Fund, L.L.C. are Al Howard and Thomas P. Dennedy, who hold voting and dispositive power for the securities held by TeleSoft NP Employee Fund, L.L.C. The sole member and managing member of TeleSoft Management Services, L.L.C. is Arjun Gupta. Each of Mr. Gupta, Howard and Dennedy disclaim beneficial ownership of securities held by TeleSoft NP Employee Fund, L.L.C. except to the extent of his pecuniary interest therein.

17. Represents shares of Common Stock issued upon conversion of Series E Preferred Stock.

18. Includes (i) 476,903 shares owned directly by TeleSoft Partners IA, L.P. and indirectly by TeleSoft IA-GP, Inc., as general partner of TeleSoft Partners IA, L.P., (ii) 6,197 shares owned directly by TeleSoft Strategic Side Fund I, L.L.C. and indirectly by TeleSoft Management, L.L.C., as managing member of TeleSoft Strategic Side Fund I, L.L.C., (iii) 632,434 shares owned directly by TeleSoft Partners II QP, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II QP, L.P., (iv) 43,047 shares owned directly by TeleSoft Partners II, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II, L.P., (v) 855,854 shares owned directly by TeleSoft Partners II SBIC, L.P. and indirectly by TeleSoft II SBIC-GP, Inc., as general partner of TeleSoft Partners II SBIC, L.P. and

19. Footnote (18) continues as follows: (vi) 2,623 shares owned directly by TeleSoft NP Employee Fund, L.L.C. and indirectly by TeleSoft Management Services, L.L.C., sole member of TeleSoft NP Employee Fund, L.L.C.

20. Each share is immediately convertible into one share of Common Stock and has no expiration date.

21. The shares are owned directly by TeleSoft Partners IA, L.P. and indirectly by TeleSoft IA-GP, Inc., as general partner of TeleSoft Partners IA, L.P.

22. Includes (i) 91,784 shares owned directly by TeleSoft Partners IA, L.P. and indirectly by TeleSoft IA-GP, Inc., as general partner of TeleSoft Partners IA, L.P. and (ii) 4,830 shares owned directly by TeleSoft Strategic Side Fund I, L.L.C. and indirectly by TeleSoft Management, L.L.C., as managing member of TeleSoft Strategic Side Fund I, L.L.C.

23. Includes 612,929 shares owned directly by TeleSoft Partners II QP, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II QP, L.P., (ii) 41,720 shares owned directly by TeleSoft Partners II, L.P. and indirectly by TeleSoft Management II, L.L.C., as general partner of TeleSoft Partners II, L.P., (iii) 654,649 shares owned directly by TeleSoft Partners II SBIC, L.P. and indirectly by TeleSoft II SBIC-GP, Inc., as general partner of TeleSoft Partners II SBIC, L.P. and (iv) 2,623 shares owned directly by TeleSoft NP Employee Fund, L.L.C. and indirectly by TeleSoft Management Services, L.L.C., the sole member of TeleSoft NP Employee Fund, L.L.C.

24. The shares are owned directly by TeleSoft Partners II SBIC, L.P. and indirectly by TeleSoft II SBIC-GP, Inc., as general partner of TeleSoft Partners II SBIC, L.P.

Remarks:

This report is the second of two Forms 4 filed jointly by the following entities and individuals, all of which were direct or indirect 10% owners immediately prior to the closing of the Issuer's initial public offering on September 27, 2005 (the "IPO"), and all of which are members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): TeleSoft Partners IA, L.P., TeleSoft Strategic Side Fund I, L.L.C., TeleSoft Partners II, L.P., TeleSoft Partners II QP, L.P., TeleSoft Partners II SBIC, L.P., and TeleSoft NP Employee Fund, L.L.C. (collectively, the "funds"), TeleSoft Management, L.L.C., TeleSoft Management II, L.L.C., TeleSoft IA-GP, Inc., TeleSoft II SBIC-GP, Inc., Arjun Gupta, Al Howard and Thomas P. Dennedy. Following the closing of the IPO, none of the Reporting Persons are direct or indirect 10% owners and, therefore, no longer subject to reporting pursuant to Section 16(a) of the Exchange Act with respect to the Issuer's securities.

	/s/ Al Howard, Attorney-in fact for Arjun Gupta, Executive Manager of TeleSoft Management II, L.L.C.	10/14/2005
	/s/ Al Howard, Attorney-in fact for Arjun Gupta, President of TeleSoft II SBIC-GP, Inc.	10/14/2005
	/s/ Al Howard, Attorney-in fact for Arjun Gupta, President of TeleSoft Partners IA, L.P.	10/14/2005
	/s/ Al Howard, Attorney-in fact for Arjun Gupta, Executive Manager of TeleSoft Management, L.L.C.	10/14/2005
	** Signature of Reporting Person	Date
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