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: Ferris Paul (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	2523656	Indirect
Common Stock	78476	Indirect
Common Stock	1181	Indirect
Common Stock	41430	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 Azure Venture Partners I, L.P.

F3: Shares held by Azure Ventures I, L.P.

F4: Shares held by Azure I, L.P.

F5: Shares held by Azure Partners I, L.P.

F6: The sole general partner of each of Azure Venture Partners I, L.P. and Azure Ventures I, L.P. is Azure Capital Partners VC Administrators, LLC. The sole general partner of each of Azure Partners I, L.P. and Azure I, L.P. is Azure Capital Partners CO Administrators, LLC. The general partners of Azure Capital Partners VC Administrators, LLC and Azure Capital Partners CO Administrators, LLC are Paul Ferris, Michael Kwatinetz, Cameron Lester and Paul Weinstein. These individuals may be deemed to have shared voting and investment power over the shares held by Azure Venture Partners I, L.P., Azure Ventures I, L.P., Azure Partners I, L.P. and Azure I, L.P. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.

F7: 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.