CALIX, INC — Director's Dealing 2010

Mar 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CALIX, INC (CALX)
CIK: 0001406666
Period of Report: 2010-03-26

Reporting Person: LISTWIN DONALD J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-26	Common Stock	A	2266	—	Acquired	25598	Direct
2010-03-26	Common Stock	C	68250	—	Acquired	93848	Direct
2010-03-26	Common Stock	C	253616	—	Acquired	347464	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-26	Series I Preferred Stock	$	C	53746	Disposed		Common Stock (68250)	Direct
2010-03-26	Series J Preferred Stock	$	C	253616	Disposed		Common Stock (253616)	Direct
2010-01-26	Stock Option (right to buy)	$9.54	A	5000	Acquired	2020-01-25	Common Stock (5000)	Direct

Footnotes

F1: Consists of restricted stock units ("RSUs"). The Reporting person originally acquired 3,400 RSUs on January 26, 2010, which, for purposes of this Form 4, has been adjusted to reflect a 2-for-3 reverse stock split of the Issuer's outstanding securities effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement (the "Reverse Stock Split"). The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting, with all 2,266 of these RSUs (which reflects the Reverse Stock Split) scheduled to vest on January 26, 2011.

F2: As of January 26, 2010, the Reporting Person owned an aggregate of 38,400 shares of Common Stock, all of which were in the form of RSUs. For purposes of this Form 4, the number of shares of Common Stock reported as beneficially owned following this transaction has been adjusted to reflect the Reverse Stock Split.

F3: Consists of an aggregate of 25,598 RSUs, as adjusted to reflect the Reverse Stock Split. The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting. 11,666 of the RSUs will vest on the first day that the Issuer's trading window opens for employees that is more than 180 days following the effective date of the Issuer's initial public offering (the "First Vesting Date"), and 11,666 of the RSUs will vest on the first day the trading window opens for employees that is more than 180 days after the First Vesting Date. The remaining 2,266 RSUs will vest on January 26, 2011.

F4: Reflects the Reverse Stock Split effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement.

F5: Each share of Series I Preferred Stock was automatically converted on a 1.27-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

F6: Each share of Series J Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

F7: Includes 54 shares, as adjusted to reflect the Reverse Stock Split (68 shares, as converted), acquired by the Reporting Person on March 26, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.

F8: The shares are immediately convertible.

F9: The shares do not have an expiration date.

F10: On January 26, 2010, the Reporting Person was granted an option to purchase up to 7,500 shares of the Issuer's Common Stock at an exercise price of $6.36 per share. For purposes of this Form 4, the number of shares subject to the option and the option exercise price have been adjusted to reflect the Reverse Stock Split.

F11: The shares subject to the option vest in twelve (12) successive and equal monthly installments measured from January 26, 2010, such that 100% of the shares subject to the option will be fully vested and exercisable on January 26, 2011.