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: GROSSER ADAM (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-22	Common Stock	A	4533	—	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	62524	Indirect
Common Stock	2880916	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 Foundation Capital V Principals Fund, LLC.

F3: Shares held by Foundation Capital V, L.P.

F4: 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.

F5: 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.