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^*

Bencala Dennis

(Last)

(First)

(Middle)

C/O IKANOS COMMUNICATIONS

47669 FREMONT BLVD.

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IKANOS COMMUNICATIONS, INC. [ IKAN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2015

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)

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)	$18.2	03/23/2015		D			30,000	⁽¹⁾	06/14/2017	Common Stock	30,000	⁽²⁾	0	D
Stock Option (right to buy)	$2.8	03/23/2015		A		24,000		⁽³⁾	03/23/2022	Common Stock	24,000	⁽²⁾	24,000	D
Stock Option (right to buy)	$12.7	03/23/2015		D			5,500	⁽¹⁾	08/03/2018	Common Stock	5,500	⁽⁴⁾	0	D
Stock Option (right to buy)	$13.9	03/23/2015		D			12,500	⁽¹⁾	10/31/2019	Common Stock	12,500	⁽⁴⁾	0	D
Stock Option (right to buy)	$13.2	03/23/2015		D			7,500	⁽¹⁾	07/30/2020	Common Stock	7,500	⁽⁴⁾	0	D
Stock Option (right to buy)	$2.8	03/23/2015		A		20,400		⁽⁵⁾	03/23/2022	Common Stock	20,400	⁽⁴⁾	20,400	D

Explanation of Responses:

1. The canceled option provided for vesting as follows: 25% of the shares subject to the option vest on the one year anniversary of the transaction date and 6.25% of the shares vest on each subsequent three (3) month anniversary of the transaction date, subject to the Reporting Person continuing to be a service provider through each such date.

2. On March 23, 2015, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on 06/14/2010. In exchange for the option to purchase 30,000 shares, the Reporting Person received a new option to purchase 24,000 shares at a lower exercise price.

3. These options vest monthly over 24 months.

4. On March 23, 2015, the Issuer canceled, pursuant to the Issuer's option exchange program, options granted to the Reporting Person on 08/03/2011, 10/31/2012, and 07/30/13. In exchange for these options to cumulatively purchase 25,500 shares, the Reporting Person received a new option to purchase 20,400 shares at a lower exercise price.

5. These options vest monthly over 36 months.

Remarks:

	/s/ Andrew S. Hughes, by power of attorney	03/25/2015
	** 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).
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