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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OCCAM NETWORKS INC/DE [ OCNW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/09/2006 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/07/2006 | S | 304,718 | D | $13.23 | 617,101(4) | D(1)(3) | |||
Common Stock | 11/07/2006 | C | 1,414,279 | A | (5) | 2,031,380 | D(1)(3) | |||
Common Stock | 11/07/2006 | S | 15,282 | D | $13.23 | 30,499(4) | I | By limited partnership(2)(3) | ||
Common Stock | 11/07/2006 | C | 70,266 | A | (5) | 100,765 | I | By limited partnership(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A-2 Preferred Stock | (5) | 11/07/2006 | C | 622,283(6) | (8) | (8) | Common Stock | 1,414,279 | (5) | 0 | D(1)(3) | ||||
Series A-2 Preferred Stock | (5) | 11/07/2006 | C | 30,917(7) | (3) | (3) | Common Stock | 70,266 | (5) | 0 | I | By limited partnership(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Norwest Venture Partners VIII, LP, a Minnesota limited partnership ("NVP VIII") is the record owner of the securities listed on Lines 1 of and 2 of Table I and Line 1 of Table II. With respect to the reporting persons named in this Form 4, Itasca VC Partners VIII, LLP ("Itasca VC Parnters VIII") is the general partner of NVP VIII; Promod Haque and George J. Still, Jr. are the managing general partners; and John P. Whaley is the managing administrative partner. As a result, Itasca VC Partners VIII and Messrs. Haque, Still, and Whaley may be deemed to beneficially own the securities held by NVP VIII. Each of Itasca VC Partners VIII and Messrs. Haque, Still, and Whaley disclaim beneficial ownership of such securities, except to the extent of its or his indirect penuniary interest therein. |
2. The securities listed on Lines 3 and 4 of Table I and Line 2 of Table II are held of record by NVP Entrepreneurs Fund VIII, L.P., a Delaware limited partnership ("NVP-E VIII"), whose general partner is Itasca VC Partners VIII. Promod Haque and George J. Still, Jr. are the managing partners, and John P. Whaley is the managing administrative partner of Itasca VC Partners VIII. As a result, Itasca VC Partners VIII and Messrs. Haque, Still, and Whaley may be deemed to beneficially own the securities held by NVP-E VIII. Each of Itasca VC Partners VIII and Messrs. Haque, Still, and Whaley disclaim beneficial ownership of such securities, except to the extent of his indirect penuniary interest therein. |
3. Robert B. Abbott is a director of Occam Networks, Inc. and a non-managing partner of Itasca VC Partners VIII, the general partner of NVP VIII, the record holder of the securities reported on Lines 1 and 2 of Table I and Line 1 of Table II. Mr. Abbott is also a non-managing partner of Itasca VC Partners VIII, the general partner of NVP-E VIII, the record holder of the securities reported on Lines 3 and 4 of Table I and Line 2 of Table II. Information with respect to the securities held by NVP VIII and NVP-E VIII are reported on Lines 1 through 4 of Table I and Lines 1 and 2 of Table II for the individual managing partners of each such entity who are named in this joint filing on Form 4. As a non-managing partner, Mr. Abbott has no voting or invstment authority with respect to any securities held of record by NVP VIII and NVP-E VIII, and thus is not deemed to beneficially own such securities, except to the extent of his indirect pecuniary interest therein. |
4. Reflects 1-for-40 reverse stock split effective March 10, 2006. |
5. The Series A-2 Preferred Stock had a purchase price and conversion value of $10.00 per share and a conversion price of $4.40 per share, resulting in a conversion rate of 2.2727273 shares of Common Stock for each share of Series A-2 Preferred Stock. |
6. Includes 50,682, 178,625, and 107,175 shares of Series A-2 Preferred Stock purchased by NVP VIII on April 1, 2004, January 2, 2005, and March 23, 2005, respectively. |
7. Includes 2,518, 8,875, and 5,325 shares of Series A-2 Preferred Stock purchased by NVP-E VIII on April 1, 2004, January 7, 2005, and March 23, 2005, respectively. |
8. Not applicable. |
Remarks: |
Kurt L. Betcher, Authorized Signer of Itasca VC Partners VIII, LLP, for itself and as General Partner of Norwest Venture Partners VIII, LP | 11/10/2006 | |
George J. Still, Jr., by Kurt L. Betcher, his Attorney-In-Fact | 11/10/2006 | |
Promod Haque, by Kurt L. Betcher, His Attorney-In-Fact | 11/10/2006 | |
Robert B. Abbott | 11/10/2006 | |
John P. Whaley | 11/10/2006 | |
** 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. |