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 CALIX, INC

1035 N. MCDOWELL BLVD.

(Street)

PETALUMA

94954

(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)
07/19/2011

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	07/19/2011		A		2,833⁽¹⁾	A	$0	7,366⁽²⁾	D
Common Stock	10/25/2010		J⁽³⁾		62,524	D	$0	0	I	See Note⁽⁴⁾
Common Stock	10/25/2010		J⁽³⁾		2,880,916	D	$0	0	I	See Note⁽⁵⁾

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)
Stock Option (right to buy)	$21.67	07/19/2011		A		6,250		⁽⁶⁾	07/19/2021	Common Stock	6,250	$0	6,250	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting. 100% of the RSUs will vest on the one (1) year anniversary following July 19, 2011.

2. Includes 5,855 RSUs.

3. Effective as of October 25, 2010, the Reporting Person separated from Foundation Capital and as of that date no longer had or shared any voting or dispositive authority over the shares of Common Stock held by Foundation Capital V Principals Fund, LLC and Foundation Capital V, L.P. Therefore, effective as of October 25, 2010, the Reporting Person ceased to have beneficial ownership of such shares.

4. Shares are held by Foundation Capital V Principals Fund, LLC. Prior to October 25, 2010, the Reporting Person was a managing member of Foundation Capital Management Co. V, LLC, which is the sole general partner of Foundation Capital V Principals Fund, LLC.

5. Shares are held by Foundation Capital V, L.P. Prior to October 25, 2010, the Reporting Person was a managing member of Foundation Capital Management Co. V, LLC, which is the sole general partner of Foundation Capital V, L.P.

6. 1/12th of the shares subject to the option will vest and become exercisable in twelve (12) successive and equal monthly installments after July 19, 2011 ("the Vesting Commencement Date"), such that 100% for the shares subject to the option will be fully vested and exercisable on the first anniversary of the Vesting Commencement Date.

	/s/ Michael Ashby as Attorney-in-Fact for Adam Grosser	07/21/2011
	** 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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