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^*

GROSSER ADAM

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2010

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	03/26/2010		C		28,992⁽¹⁾⁽²⁾	A	⁽²⁾	28,992	I	See Footnotes⁽³⁾⁽¹⁰⁾
Common Stock	03/26/2010		C		33,532⁽¹⁾⁽⁴⁾	A	⁽⁴⁾	62,524	I	See Footnotes⁽³⁾⁽¹⁰⁾
Common Stock	03/26/2010		C		1,336,465⁽¹⁾⁽²⁾	A	⁽²⁾	1,336,465	I	See Footnotes⁽⁵⁾⁽¹⁰⁾
Common Stock	03/26/2010		C		1,544,451⁽¹⁾⁽⁴⁾	A	⁽⁴⁾	2,880,916	I	See Footnotes⁽⁵⁾⁽¹⁰⁾

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)
Series I Preferred Stock	⁽²⁾	03/26/2010		C			22,834⁽¹⁾⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	28,992⁽¹⁾⁽²⁾⁽⁶⁾	$0.00	0	I	See Footnotes⁽³⁾⁽¹⁰⁾
Series I Preferred Stock	⁽²⁾	03/26/2010		C			1,052,339⁽¹⁾⁽⁹⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	1,336,465⁽¹⁾⁽²⁾⁽⁹⁾	$0.00	0	I	See Footnotes⁽⁵⁾⁽¹⁰⁾
Series J Preferred Stock	⁽⁴⁾	03/26/2010		C			33,532⁽¹⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	33,532⁽¹⁾⁽⁴⁾	$0.00	0	I	See Footnotes⁽³⁾⁽¹⁰⁾
Series J Preferred Stock	⁽⁴⁾	03/26/2010		C			1,544,451⁽¹⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	1,544,451⁽¹⁾⁽⁴⁾	$0.00	0	I	See Footnotes⁽⁵⁾⁽¹⁰⁾

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 (the "Reverse Stock Split").

2. Each share of Series I Preferred Stock was automatically converted on a 1.27-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

3. Shares held by Foundation Capital V Principals Fund, LLC.

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

5. Shares held by Foundation Capital V, L.P.

6. Includes 22 shares, as adjusted to reflect the Reverse Stock Split (27 shares, as converted), acquired by Foundation Capital V Principals Fund, LLC on March 26, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.

7. The shares are immediately convertible.

8. The shares do not have an expiration date.

9. Includes 1,093 shares, as adjusted to reflect the Reverse Stock Split (1,388 shares, as converted), acquired by Foundation Capital V, L.P. on March 26, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.

10. The sole general partner of Foundation Capital V, LP and Foundation Capital V Principals Fund, LLC is Foundation Capital Management Co. V, LLC. The managers of Foundation Capital Management Co. V, LLC are William B. Elmore, Adam Grosser, Paul R. Holland, Paul G. Koontz, Charles P. Moldow, Richard A. Redelfs, Michael N. Schuh and Warren M. Weiss. These individuals may be deemed to have shared voting and investment power of the shares held by Foundation Capital V, LP and Foundation Capital V Principals Fund, LLC. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.

	/s/ Kelyn Brannon-Ahn	03/30/2010
	** Signature of Reporting Person	Date
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