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
IKANOS COMMUNICATIONS, INC. [ IKAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/07/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 |
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 | ||||||||
Stock Option (right to buy) | $4.1(1) | 03/07/2015 | D | 42,488(1) | (2) | 02/11/2020 | Common Stock | 42,488 | $0 | 0 | D | ||||
Stock Option (right to buy) | $4.1 | 03/07/2015 | A | 42,488 | (2) | 02/11/2020 | Common Stock | 42,488 | $0 | 42,488 | D | ||||
Stock Option (right to buy) | $8.9(1) | 03/07/2015 | D | 60,000(1) | (3) | 06/11/2019 | Common Stock | 60,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $8.9 | 03/07/2015 | A | 60,000 | (3) | 06/11/2019 | Common Stock | 60,000 | $0 | 60,000 | D | ||||
Stock Option (right to buy) | $4.1 | 03/07/2015 | D | 115,000 | (4) | 02/17/2020 | Common Stock | 115,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $4.1 | 03/07/2015 | A | 115,000 | (4) | 02/17/2020 | Common Stock | 115,000 | $0 | 115,000 | D |
Explanation of Responses: |
1. Reflects the reverse stock split that occurred on February 13, 2015. |
2. These 42,488 stock options were originally granted to the Reporting Person on 02/11/2015. On 03/07/2015, the Company modified the grant such that in the event of a change-of-control transaction or other qualified termination of employment, as defined in the Reporting Person's pre-existing agreement with the Company, these options would partially vest provided that the price of our common stock at the time of the change-of-control transaction or other qualified termination of employment was at least $5.74. The portion of the option that will partially vest is determined by a ratio of (x) the excess of the deal price over the exercise price, to (y) the excess of the applicable stock price target over the exercise price, multiplied by the number of shares subject to that tranche. |
3. These 60,000 stock options were originally granted to the Reporting Person on 06/11/2012, and the stock price goals were subsequently amended on 02/11/2015. On 03/07/2015, the Company modified the grant such that in the event of a change-of-control transaction or other qualified termination of employment, as defined in the Reporting Person's pre-existing agreement with the Company, these options would partially vest provided that the price of our common stock at the time of the change-of-control transaction or other qualified termination of employment was at least $5.74. The portion of the option that will partially vest is determined by a ratio of (x) the excess of the deal price over the exercise price, to (y) the excess of the applicable stock price target over the exercise price, multiplied by the number of shares subject to that tranche. |
4. These 115,000 stock options were originally granted to the Reporting Person on 02/17/2015. On 03/07/2015, the Company modified the grant such that in the event of a change-of-control transaction or other qualified termination of employment, as defined in the Reporting Person's pre-existing agreement with the Company, these options would partially vest provided that the price of our common stock at the time of the change-of-control transaction or other qualified termination of employment was at least $5.74. The portion of the option that will partially vest is determined by a ratio of (x) the excess of the deal price over the exercise price, to (y) the excess of the applicable stock price target over the exercise price, multiplied by the number of shares subject to that tranche. |
Remarks: |
/s/ Andrew S. Hughes, by power of attorney | 03/10/2015 | |
** 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. |