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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Tahernia Omid

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

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)	$8.9	03/23/2015		D			150,000	⁽¹⁾	06/10/2019	Common Stock	150,000	⁽²⁾	0	D
Stock Option (right to buy)	$2.8	03/23/2015		A		120,000		⁽³⁾	03/23/2022	Common Stock	120,000	⁽²⁾	120,000	D
Stock Option (right to buy)	$8.9	03/23/2015		D			60,000	⁽⁴⁾⁽⁵⁾	06/11/2019	Common Stock	60,000	⁽⁶⁾	0	D
Stock Option (right to buy)	$2.8	03/23/2015		A		48,000		⁽⁷⁾	03/23/2022	Common Stock	48,000	⁽⁶⁾	48,000	D
Stock Option (right to buy)	$13.2	03/23/2015		D			20,000	⁽¹⁾	07/30/2020	Common Stock	20,000	⁽⁸⁾	0	D
Stock Option (right to buy)	$2.8	03/23/2015		A		16,000		⁽³⁾	03/23/2022	Common Stock	16,000	⁽⁸⁾	16,000	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 06/11/2012. In exchange for the option to purchase 150,000 shares, the Reporting Person received a new option to purchase 120,000 shares at a lower exercise price.

3. These options vest monthly over 36 months.

4. The canceled option provided for vesting as follows: the shares vest over a one-year period, if at all, in two equal installments if the stock price of the Company's common stock during any 20 consecutive trading day period exceeded $8.20 and $12.30, respectively, beginning upon the date(s) that certain stock price goals are achieved. Once vesting began, these shares would vest in equal quarterly installments over the one-year period after the applicable stock price goal is achieved and 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. (Continued on Footnote 5.)

5. 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.

6. On March 23, 2015, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on 06/11/2012. In exchange for the option to purchase 60,000 shares, the Reporting Person received a new option to purchase 48,000 shares at a lower exercise price.

7. The vesting schedule remains unchanged and as described in Footnote 4.

8. On March 23, 2015, the Issuer canceled, pursuant to the Issuer's option exchange program, options granted to the Reporting Person on 07/30/2013. In exchange for the option to purchase 20,000 shares, the Reporting Person received a new option to purchase 16,000 shares at a lower exercise price.

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).
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.