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CALIX, INC Director's Dealing 2010

Mar 23, 2010

31174_dirs_2010-03-23_ab6a8869-457f-4b05-bc06-c9b27b372f27.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: GROSSER ADAM (Director)

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Series I Preferred Stock $0.00 Common Stock (28965) Indirect
Series I Preferred Stock $0.00 Common Stock (1335077) Indirect
Series J Preferred Stock $0.00 Common Stock (33532) Indirect
Series J Preferred Stock $0.00 Common Stock (1544451) Indirect

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.

F5: Includes 657 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.

F6: Shares held by Foundation Capital V Principals Fund, LLC.

F7: Includes 30,382 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.

F8: Shares held by Foundation Capital V, L.P.

F9: 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.

F10: The sole general partner of Foundation Capital V, LP and Foundation Capital V Principals Fund, LLC is Foundation Capital Management Co. V, LLC. The managers of Foundation Capital Management Co. V, LLC are William B. Elmore, Adam Grosser, Paul R. Holland, Paul G. Koontz, Charles P. Moldow, Richard A. Redelfs, Michael N. Schuh and Warren M. Weiss. These individuals may be deemed to have shared voting and investment power of the shares held by Foundation Capital V, LP and Foundation Capital V Principals Fund, LLC. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.