CALIX, INC — Director's Dealing 2010

Apr 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CALIX, INC (CALX)
CIK: 0001406666
Period of Report: 2010-04-20

Reporting Person: FINZI ROBERT (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-22	Common Stock	A	4533	$0.00	Acquired	4533	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-20	Stock Option (right to buy)	$14.61	A	10000	Acquired	2020-04-20	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14301	Indirect
Common Stock	39228	Indirect
Common Stock	982618	Indirect
Common Stock	3884	Indirect
Common Stock	5986	Indirect

Footnotes

F1: Consists of 4,533 restricted stock units ("RSUs"). The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting. The RSUs shall vest annually over three (3) years such that 1,511 of the RSUs will vest on April 22, 2011, 1,511 of the RSUs will vest on April 22, 2012, and the remaining 1,511 of the RSUs will vest on April 22, 2013.

F2: Shares held by DLJ Capital Corporation.

F3: Shares held by DLJ ESC II, L.P.

F4: Shares held by Sprout Capital IX, L.P.

F5: Shares held by Sprout Entrepreneur's Fund L.P.

F6: Shares held by Sprout IX Plan Investors, L.P.

F7: The members of the investment committee representing Sprout Capital IX, L.P., DLJ ESC II, L.P., DLJ Capital Corporation, Sprout IX Plan Investors, L.P. and Sprout Entrepreneurs Fund L.P. (collectively, the "Sprout Funds") have voting and dispositive power over the shares held by the Sprout Funds. The investment committee consists of Robert Finzi, Janet Hickey, Kathleen LaPorte, Philippe Chambon and Nicole Arnaboldi. Each of Ms. Arnaboldi, Ms. Hickey, Ms. LaPorte and Messrs. Finzi and Chambon disclaim beneficial ownership of the shares held by the Sprout Funds, except to the extent of her or his pecuniary interest therein.

F8: DLJ Capital Corporation is the managing general partner of Sprout Capital IX, L.P. and the general partner of Sprout Entrepreneurs Fund, L.P. DLJ LBO Plans Management Corporation is the general partner of DLJ ESC II, L.P. DLJ LBO Plans Management Corporation II is the general partner of Sprout IX Plan Investors, L.P. DLJ LBO Plans Management Corporation, DLJ LBO Plans Management Corporation II and DLJ Capital Corporation are each wholly owned subsidiaries of Credit Suisse (USA) Inc., or CS-USA.

F9: Credit Suisse, a Swiss bank, owns the majority of the voting stock of Credit Suisse Holdings (USA), Inc., which in turn owns all of the voting stock of CS-USA. The entities discussed above are private equity funds managed by indirect subsidiaries of CS-USA and form part of Credit Suisse's asset management business. The ultimate parent company of Credit Suisse is Credit Suisse Group AG, or CSG. CSG disclaims beneficial ownership of the reported that are beneficially owned by its direct and indirect subsidiaries.

F10: 33% of the shares subject to the option will vest and become exercisable one (1) year after April 20, 2010 (the "Vesting Commencement Date"), and 1/36th of the total number of shares will vest and become exercisable in twenty-four (24) successive and equal monthly installments thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date.