0001219210-15-000165.txt : 20150929
0001219210-15-000165.hdr.sgml : 20150929
20150929165622
ACCESSION NUMBER: 0001219210-15-000165
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150928
FILED AS OF DATE: 20150929
DATE AS OF CHANGE: 20150929
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: IKANOS COMMUNICATIONS, INC.
CENTRAL INDEX KEY: 0001219210
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661]
IRS NUMBER: 731721486
FISCAL YEAR END: 1228
BUSINESS ADDRESS:
STREET 1: 47669 FREMONT BLVD.
CITY: FREMONT
STATE: CA
ZIP: 94538
BUSINESS PHONE: (510) 979-0400
MAIL ADDRESS:
STREET 1: 47669 FREMONT BLVD.
CITY: FREMONT
STATE: CA
ZIP: 94538
FORMER COMPANY:
FORMER CONFORMED NAME: IKANOS COMMUNICATIONS
DATE OF NAME CHANGE: 20030219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BANATAO DIOSDADO P
CENTRAL INDEX KEY: 0001134607
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51532
FILM NUMBER: 151131365
MAIL ADDRESS:
STREET 1: C/O TALLWOOD VENTURE CAPITAL
STREET 2: 635 WAVERLY STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
4
1
wf-form4_144356017248307.xml
FORM 4
X0306
4
2015-09-28
1
0001219210
IKANOS COMMUNICATIONS, INC.
IKAN
0001134607
BANATAO DIOSDADO P
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240
MENLO PARK
CA
94025
1
0
1
0
Common Stock
2015-09-28
4
U
0
9013
D
0
D
Common Stock
2015-09-28
4
U
0
200000
D
0
I
See Footnotes
Common Stock
2015-09-28
4
U
0
8449449
D
0
I
See Footnotes
Director Stock Option (right to buy)
1.84
2015-09-28
4
D
0
5000
D
2022-05-28
Common Stock
5000.0
0
D
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").
Tallwood Partners, LLC ("Partners") is the direct owner of the shares reported. The Banatao Living Trust DTD 7/21/99 ("Trust") is the managing partner of Partners. The Reporting Person, as a trustee of the Banatao Living Trust DTD 7/21/99, directly or indirectly, holds 100% of the membership interests in Tallwood Partners, LLC, and holds shared voting and dispositive power over the securities held by this entity, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The filing of this statement 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 shares.
Tallwood III Annex, L.P. ("Tallwood III Annex") Tallwood III, L.P. ("Tallwood III"), Tallwood III Partners, L.P. ("Tallwood III Partners"), Tallwood III Associates, L.P. ("Tallwood III Associates" and, together with Tallwood III Annex, Tallwood III and Tallwood III Partners, the "Tallwood Funds") directly own 1,818,789, 5,845,193, 740,180 and 45,287 shares of Common Stock of the Company, respectively. (Continued in Footnote 4.)
Tallwood III Management, LLC ("Tallwood Management") is the general partner of Tallwood III, Tallwood III Partners, and Tallwood III Associates. Tallwood III Annex Management, LLC ("Tallwood Annex Management") is the general partner of Tallwood III Annex. Tallwood Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III, Tallwood III Partners, and Tallwood III Associates, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein. Tallwood Annex Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III Annex, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein. (Continued in Footnote 5.)
The Reporting Person is a managing member of Tallwood Management and Tallwood Annex Management and may be deemed to share voting and dispositive power with respect to the shares owned by the Tallwood Funds, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, that the Reporting Person is the beneficial owner of these shares.
The Tallwood Funds are parties to a stockholder agreement with respect to the securities of the Company, and as a result of which each such entity may be deemed to be a member of a group with respect to the securities of the Company owned by such entities. However, each Tallwood Fund disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, that the Reporting Person is the beneficial owner of these securities.
This Director Stock Option, which provided for vesting in 12 equal monthly installments beginning on May 28, 2015, was cancelled on the effective date of the Merger in exchange for a cash payment representing the difference between the exercise price of such stock option and $2.75 per share.
/s/ Andrew S. Hughes, by power of attorney
2015-09-29