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: Ashby Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-26	Common Stock	C	757334	—	Acquired	1354978	Direct
2010-03-26	Common Stock	C	52632	—	Acquired	1407610	Direct
2010-03-26	Common Stock	C	234918	—	Acquired	1642528	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-26	Series E Preferred Stock	$	C	738143	Disposed		Common Stock (757334)	Direct
2010-03-26	Series G Preferred Stock	$	C	45648	Disposed		Common Stock (52632)	Direct
2010-03-26	Series J Preferred Stock	$	C	234918	Disposed		Common Stock (234918)	Direct
2009-10-13	Stock Option (right to buy)	$6.80	A	4666	Acquired	2019-10-12	Common Stock (4666)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	597644	Direct

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 (the "Reverse Stock Split").

F2: Includes an aggregate of 107,333 restricted stock units ("RSUs"). The Reporting Person is entitled to receive one (1) share of Common Stock for each one (1) RSU upon vesting. 50% 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 the remaining 50% 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.

F3: Each share of Series E 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.

F4: 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.

F5: 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.

F6: The shares are immediately convertible.

F7: The shares do not have an expiration date.

F8: On October 13, 2009, the Reporting Person was granted an option to purchase up to 7,000 shares of the Issuer's Common Stock at an exercise price of $4.53 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.

F9: The shares subject to the option vest in twelve (12) successive and equal monthly installments measured from October 22, 2009, such that 100% of the shares subject to the option will be fully vested and exercisable on October 22, 2010.