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* Tahernia Omid (Last) (First) (Middle) C/O IKANOS COMMUNICATIONS 47669 FREMONT BLVD. (Street) FREMONT CA 94538 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol IKANOS COMMUNICATIONS, INC. [ IKAN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO and President
	3. Date of Earliest Transaction (Month/Day/Year) 02/11/2015
	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	02/11/2015		M		600,000	A	$0.89	787,858	D

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
Stock Option (right to buy)	$0.41	02/11/2015		A		902,880		(1)	02/11/2022	Common Stock	902,880	$0	902,880	D
Restricted Stock Units	$0.0(2)	02/11/2015		A		948,920		(3)	(4)	Common Stock	948,920	$0	948,920	D
Stock Option (right to buy)	$0.41	02/11/2015		A		424,880		(5)	02/11/2020	Common Stock	424,880	(5)	424,880	D
Stock Option (right to buy)	$0.89	02/11/2015		D			600,000	(6)	06/11/2019	Common Stock	600,000	(6)	0	D
Stock Option (right to buy)	$0.89	02/11/2015		A		600,000		(6)	06/11/2019	Common Stock	600,000	$0(6)	600,000	D

Explanation of Responses:

1. 25% of the Shares subject to the option shall vest on the one-year anniversary of the vesting commencement date of September 29, 2014 and 6.25% of the shares shall vest on each subsequent three (3) month anniversary of the vesting commencement date, subject to the Reporting Person continuing to be a service provider through each such date.

2. Each restricted stock unit represents a contingent right to receive one share of IKAN common stock.

3. 1/6 of this grant will vest on October 29, 2015 and 1/12 every six months thereafter; and additional 1/6th of this grant will vest on October 30, 2015 and an additional 1/12 every six months thereafter. Vested shares will be delivered to the Reporting Person following each vest date.

4. No expiration date.

5. These stock options will vest over a one-year period, if at all, in two equal installments if the stock price of the Company's common stock during any 20 consecutive trading day period exceeds $0.82 and $1.23, respectively. Once vesting begins, these shares will vest in equal monthly installments over the one year period after the applicable stock price goal is achieved.

6. These 600,000 stock options were originally granted to the Reporting Person on 06/11/2012. At the time of grant, the vesting schedule provided that the 600,000 shares would vest over a one-year period, if at all, in two equal installments if the stock price of the Company's common stock during any 20 consecutive trading day period exceeded $2.50 and $3.50, respectively. beginning upon the date(s) that certain stock price goals are achieved. Once vesting began, these shares would vest in equal quarterly installments over the one-year period after the applicable stock price goal is achieved. On 02/11/2015, the Company changed the stock price goals to $0.82 and $1.23, respectively, but made no other changes to the grant.

Remarks:

	/s/ Andrew S. Hughes, by power of attorney	02/13/2015
	** 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.