SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Russo Carl

(Last)

(First)

(Middle)

C/O CALIX, INC.

1035 N. MCDOWELL BLVD.

(Street)

PETALUMA

94954

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2010

3. Issuer Name and Ticker or Trading Symbol
CALIX, INC [ CALX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,414,232⁽¹⁾⁽²⁾	D
Common Stock	26,666⁽¹⁾	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	102,704⁽¹⁾⁽⁶⁾	$0.00	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	75,469⁽¹⁾⁽⁷⁾	$0.00	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	80,288⁽¹⁾⁽⁷⁾	$0.00	I	See Footnote⁽⁸⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	13,654⁽¹⁾⁽⁹⁾	$0.00	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	488,993⁽¹⁾⁽¹⁰⁾	$0.00	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	15,338⁽¹⁾⁽¹⁰⁾	$0.00	I	See Footnote⁽⁸⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	60,344⁽¹⁾⁽¹⁰⁾	$0.00	I	See Footnote⁽¹¹⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	704,888⁽¹⁾⁽¹²⁾	$0.00	I	See Footnote⁽³⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	100,838⁽¹⁾⁽¹²⁾	$0.00	I	See Footnote⁽⁸⁾
Series E-1 Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	526,612⁽¹⁾⁽¹²⁾	$0.00	D
Series G Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	34,613⁽¹⁾⁽¹³⁾	$0.00	D
Series G Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	90,851⁽¹⁾⁽¹³⁾	$0.00	I	See Footnote⁽³⁾
Series G Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	12,872⁽¹⁾⁽¹³⁾	$0.00	I	See Footnote⁽⁸⁾
Series I Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	40,900⁽¹⁾⁽¹⁴⁾	$0.00	I	See Footnote⁽³⁾
Series J Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	123,758⁽¹⁾⁽¹⁵⁾	$0.00	D
Series J Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	695,022⁽¹⁾⁽¹⁵⁾	$0.00	I	See Footnote⁽³⁾
Series J Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	66,297⁽¹⁾⁽¹⁵⁾	$0.00	I	See Footnote⁽⁸⁾
Series J Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	13,414⁽¹⁾⁽¹⁵⁾	$0.00	I	See Footnote⁽¹¹⁾

Explanation of Responses:

1. Reflects a 2-for-3 reverse stock split of the Issuer's outstanding securities effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement.

2. Includes an aggregate of 1,778,133 restricted stock units ("RSUs"). The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting. 329,066 of the RSUs will vest on the first day that the Issuer's trading window opens for employees that is more than 180 days following the effective date of the Issuer's initial public offering (the "First Vesting Date"), and 329,067 of the RSUs will vest on the first day the trading window opens for employees that is more than 180 days after the First Vesting Date. The remaining 1,120,000 RSUs will vest in four (4) successive and equal annual installments measured from December 23, 2009, such that 100% of the RSUs will be fully vested on December 23, 2013, contingent upon the completion of the Issuer's initial public offering.

3. Shares held by The Crescentico Trust, Carl Russo, Trustee.

4. The shares are immediately convertible.

5. The shares do not have an expiration date.

6. Each share of Series A Preferred Stock will automatically convert on a 6.419-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

7. Each share of Series B Preferred Stock will automatically convert on a 8.747-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

8. Shares held by Equanimous Investments. The managing members of Equanimous Investments are Carl Russo and Tim Pasquinelli. These individuals may be deemed to have shared voting and investment power over the shares held by Equanimous Investments. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

9. Each share of Series C Preferred Stock will automatically convert on a 9.055-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

10. Each share of Series D Preferred Stock will automatically convert on a 4.481-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

11. Shares held by Calgrat Partners, L.P. The managing partner of Calgrat Partners, L.P. is Tim Pasquinelli. Carl Russo and Tim Pasquinelli may be deemed to have shared voting and investment power over the shares held by Calgrat Partners, L.P. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

12. Each share of Series E and Series E-1 Preferred Stock will automatically convert on a 1.026-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

13. Each share of Series G Preferred Stock will automatically convert on a 1.153-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

14. Each share of Series I Preferred Stock will automatically convert on a 1.27-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering. Includes 929 shares, as converted and adjusted to reflect a 2-for-3 reverse stock split, acquired by the Reporting Person on March 22, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.

15. Each share of Series J Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

	/S/ Carl Russo	03/23/2010
	** 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 5 (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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