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: Russo Carl (Director, President & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-23	Common Stock	A	1120000	—	Acquired	3414232	Direct
2010-03-26	Common Stock	C	526612	—	Acquired	3940844	Direct
2010-03-26	Common Stock	C	34613	—	Acquired	3975457	Direct
2010-03-26	Common Stock	C	123758	—	Acquired	4099215	Direct
2010-03-26	Common Stock	C	102704	—	Acquired	129370	Indirect
2010-03-26	Common Stock	C	75469	—	Acquired	204839	Indirect
2010-03-26	Common Stock	C	13654	—	Acquired	218493	Indirect
2010-03-26	Common Stock	C	488993	—	Acquired	707486	Indirect
2010-03-26	Common Stock	C	704888	—	Acquired	1412374	Indirect
2010-03-26	Common Stock	C	90851	—	Acquired	1503225	Indirect
2010-03-26	Common Stock	C	40941	—	Acquired	1544166	Indirect
2010-03-26	Common Stock	C	695022	—	Acquired	2239188	Indirect
2010-03-26	Common Stock	C	80288	—	Acquired	80288	Indirect
2010-03-26	Common Stock	C	15338	—	Acquired	95626	Indirect
2010-03-26	Common Stock	C	100838	—	Acquired	196464	Indirect
2010-03-26	Common Stock	C	12872	—	Acquired	209336	Indirect
2010-03-26	Common Stock	C	66297	—	Acquired	275633	Indirect
2010-03-26	Common Stock	C	60344	—	Acquired	60344	Indirect
2010-03-26	Common Stock	C	13414	—	Acquired	73758	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-26	Series A Preferred Stock	$	C	16000	Disposed		Common Stock (102704)	Indirect
2010-03-26	Series B Preferred Stock	$	C	8628	Disposed		Common Stock (75469)	Indirect
2010-03-26	Series B Preferred Stock	$	C	9179	Disposed		Common Stock (80288)	Indirect
2010-03-26	Series C Preferred Stock	$	C	1508	Disposed		Common Stock (13654)	Indirect
2010-03-26	Series D Preferred Stock	$	C	109126	Disposed		Common Stock (488993)	Indirect
2010-03-26	Series D Preferred Stock	$	C	3423	Disposed		Common Stock (15338)	Indirect
2010-03-26	Series D Preferred Stock	$	C	13467	Disposed		Common Stock (60344)	Indirect
2010-03-26	Series E Preferred Stock	$	C	687026	Disposed		Common Stock (704888)	Indirect
2010-03-26	Series E Preferred Stock	$	C	98283	Disposed		Common Stock (100838)	Indirect
2010-03-26	Series E-1 Preferred Stock	$	C	513268	Disposed		Common Stock (526612)	Direct
2010-03-26	Series G Preferred Stock	$	C	30020	Disposed		Common Stock (34613)	Direct
2010-03-26	Series G Preferred Stock	$	C	78796	Disposed		Common Stock (90851)	Indirect
2010-03-26	Series G Preferred Stock	$	C	11164	Disposed		Common Stock (12872)	Indirect
2010-03-26	Series I Preferred Stock	$	C	32243	Disposed		Common Stock (40941)	Indirect
2010-03-26	Series J Preferred Stock	$	C	123758	Disposed		Common Stock (123758)	Direct
2010-03-26	Series J Preferred Stock	$	C	695022	Disposed		Common Stock (695022)	Indirect
2010-03-26	Series J Preferred Stock	$	C	66297	Disposed		Common Stock (66297)	Indirect
2010-03-26	Series J Preferred Stock	$	C	13414	Disposed		Common Stock (13414)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26666	Indirect

Footnotes

F1: Consists of restricted stock units ("RSUs"). The Reporting person originally acquired 1,680,000 RSUs on December 23, 2009, 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 the RSUs vesting 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.

F2: As of December 23, 2009, the Reporting Person owned an aggregate of 5,121,349 shares of Common Stock, 2,667,200 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: Includes an aggregate of 1,778,133 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. 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.

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 E and Series E-1 Preferred Stock was automatically converted on a 1.026-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

F6: Each share of Series G Preferred Stock was automatically converted on a 1.153-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

F7: 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.

F8: Each share of Series A Preferred Stock was automatically converted on a 6.419-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

F9: Shares held by The Crescentico Trust, Carl Russo, Trustee.

F10: Each share of Series B Preferred Stock was automatically converted on a 8.747-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

F11: Each share of Series C Preferred Stock was automatically converted on a 9.055-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

F12: Each share of Series D Preferred Stock was automatically converted on a 4.481-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

F13: 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.

F14: 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.

F15: 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.

F16: The shares are immediately convertible.

F17: The shares do not have an expiration date.

F18: Includes 33 shares, as adjusted to reflect the Reverse Stock Split (41 shares, as converted), acquired by The Crescentico Trust, Carl Russo, Trustee, on March 26, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.