CALIX, INC — Director's Dealing 2010

Mar 23, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CALIX, INC (CALX)
CIK: 0001406666
Period of Report: 2010-03-23

Reporting Person: MARKS MICHAEL E (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series I Preferred Stock	$0.00		Common Stock (682015)		Indirect
Series J Preferred Stock	$0.00		Common Stock (179963)		Indirect
Series J Preferred Stock	$0.00		Common Stock (63119)		Indirect
Stock Option (right to buy)	$6.80	2019-10-12	Common Stock (14000)		Direct

Footnotes

F1: The shares are immediately convertible.

F2: The shares do not have an expiration date.

F3: 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.

F4: 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 15,520 shares, as converted and adjusted to reflect a 2-for-3 reverse stock split, acquired on March 22, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.

F5: Shares held by Riverwood Capital LLC.

F6: 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.

F7: Shares held by WB Investors, LLC.

F8: The manager of Riverwood Capital, LLC is Ironwood Management, LLC. The sole member of Ironwood Management, LLC is Michael Marks. The manager of WB Investors, LLC is Michael Marks. Mr. Marks disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F9: 1/3rd of the shares subject to the option vest on August 17, 2010, and 1/24th of the remaining shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on August 17, 2012.