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CALIX, INC — Director's Dealing 2010
Mar 23, 2010
31174_dirs_2010-03-23_c64bc99a-ae8b-4412-8e9f-6e69b40ffd52.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: CALIX, INC (CALX)
CIK: 0001406666
Period of Report: 2010-03-23
Reporting Person: Russo Carl (Director, President & CEO, 10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 3414232 | Direct |
| Common Stock | 26666 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series A Preferred Stock | $0.00 | Common Stock (102704) | Indirect | ||
| Series B Preferred Stock | $0.00 | Common Stock (75469) | Indirect | ||
| Series B Preferred Stock | $0.00 | Common Stock (80288) | Indirect | ||
| Series C Preferred Stock | $0.00 | Common Stock (13654) | Indirect | ||
| Series D Preferred Stock | $0.00 | Common Stock (488993) | Indirect | ||
| Series D Preferred Stock | $0.00 | Common Stock (15338) | Indirect | ||
| Series D Preferred Stock | $0.00 | Common Stock (60344) | Indirect | ||
| Series E Preferred Stock | $0.00 | Common Stock (704888) | Indirect | ||
| Series E Preferred Stock | $0.00 | Common Stock (100838) | Indirect | ||
| Series E-1 Preferred Stock | $0.00 | Common Stock (526612) | Direct | ||
| Series G Preferred Stock | $0.00 | Common Stock (34613) | Direct | ||
| Series G Preferred Stock | $0.00 | Common Stock (90851) | Indirect | ||
| Series G Preferred Stock | $0.00 | Common Stock (12872) | Indirect | ||
| Series I Preferred Stock | $0.00 | Common Stock (40900) | Indirect | ||
| Series J Preferred Stock | $0.00 | Common Stock (123758) | Direct | ||
| Series J Preferred Stock | $0.00 | Common Stock (695022) | Indirect | ||
| Series J Preferred Stock | $0.00 | Common Stock (66297) | Indirect | ||
| Series J Preferred Stock | $0.00 | Common Stock (13414) | Indirect |
Footnotes
F1: Reflects 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.
F2: Includes an aggregate of 1,778,133 restricted stock units ("RSUs"). The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting. 329,066 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 329,067 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 1,120,000 RSUs will vest in four (4) successive and equal annual installments measured from December 23, 2009, such that 100% of the RSUs will be fully vested on December 23, 2013, contingent upon the completion of the Issuer's initial public offering.
F3: Shares held by The Crescentico Trust, Carl Russo, Trustee.
F4: The shares are immediately convertible.
F5: The shares do not have an expiration date.
F6: Each share of Series A Preferred Stock will automatically convert on a 6.419-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.
F7: Each share of Series B Preferred Stock will automatically convert on a 8.747-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.
F8: Shares held by Equanimous Investments. The managing members of Equanimous Investments are Carl Russo and Tim Pasquinelli. These individuals may be deemed to have shared voting and investment power over the shares held by Equanimous Investments. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
F9: Each share of Series C Preferred Stock will automatically convert on a 9.055-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.
F10: Each share of Series D Preferred Stock will automatically convert on a 4.481-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.
F11: Shares held by Calgrat Partners, L.P. The managing partner of Calgrat Partners, L.P. is Tim Pasquinelli. Carl Russo and Tim Pasquinelli may be deemed to have shared voting and investment power over the shares held by Calgrat Partners, L.P. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
F12: Each share of Series E and Series E-1 Preferred Stock will automatically convert on a 1.026-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.
F13: Each share of Series G Preferred Stock will automatically convert on a 1.153-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.
F14: Each share of Series I Preferred Stock will automatically convert on a 1.27-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering. Includes 929 shares, as converted and adjusted to reflect a 2-for-3 reverse stock split, acquired by the Reporting Person on March 22, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.
F15: Each share of Series J Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.