SEC FORM 4

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

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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^*

Pal Debajyoti

(Last)

(First)

(Middle)

C/O IKANOS COMMUNICATIONS

47669 FREMONT BLVD.

(Street)

FREMONT

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Vice President & CTO

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/28/2015		U		3,513	D	⁽¹⁾	0	D
Common Stock	09/28/2015		U		64,597	D	⁽¹⁾	0	I	By the Pal Trust. See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	09/28/2015		D			28,000	⁽⁴⁾	⁽⁵⁾	Common Stock	28,000	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	09/28/2015		D			36,424	⁽⁶⁾	⁽⁵⁾	Common Stock	36,424	⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 5, 2015, among the Issuer, Qualcomm Atheros, Inc. ("Parent"), and King Acquisition Co., a wholly-owned subsidiary of Parent ("Merger Sub") in exchange for cash consideration of $2.75 per share, without interest (less any applicable withholding taxes). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").

2. The Pal Trust DTD 8/14/96 is the owner of these securities. The Reporting Person, as a trustee of the Pal Trust DTD 8/14/96, holds shared voting and dispositive power of the securities held by this trust. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, the Reporting Person is the beneficial owner of these securities.

3. Each unit represents a contingent right to receive one share of the Issuer's common stock.

4. This grant was scheduled to vest as to 1/3 on August 12, 2015, then 1/6 on the 18th month anniversary of the grant, and 1/6 every six months thereafter, subject to continued service through each vesting date. This grant was cancelled on the effective date of the Merger in exchange for a cash payment equal to the number of restricted stock units multiplied by $2.75.

5. No expiration date.

6. 1/3 of this grant was scheduled to vest on October 27, 2015 and 1/6 every six months thereafter. This grant was cancelled on the effective date of the Merger in exchange for a cash payment equal to the number of restricted stock units multiplied by $2.75.

Remarks:

	/s/ Andrew S. Hughes, by power of attorney	09/29/2015
	** 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).
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