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: MARKS MICHAEL E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-26	Common Stock	C	682723	—	Acquired	682723	Indirect
2010-03-26	Common Stock	C	179963	—	Acquired	862686	Indirect
2010-03-26	Common Stock	S	295370	$13.00	Disposed	567316	Indirect
2010-03-26	Common Stock	C	63119	—	Acquired	63119	Indirect
2010-03-26	Common Stock	S	33333	$13.00	Disposed	29786	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-26	Series I Preferred Stock	$	C	537584	Disposed		Common Stock (682723)	Indirect
2010-03-26	Series J Preferred Stock	$	C	179963	Disposed		Common Stock (179963)	Indirect
2010-03-26	Series J Preferred Stock	$	C	63119	Disposed		Common Stock (63119)	Indirect
2009-10-13	Stock Option (right to buy)	$6.80	A	14000	Acquired	2019-10-12	Common Stock (14000)	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: Each share of Series I Preferred Stock was automatically converted on a 1.27-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

F3: Shares held by Riverwood Capital LLC.

F4: 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.

F5: Shares held by WB Investors, LLC.

F6: Includes 558 shares, as adjusted to reflect the Reverse Stock Split (708 shares, as converted), acquired by Riverwood Capital LLC on March 26, 2010 as a payment-in-kind dividend on shares of Series I Preferred Stock.

F7: The shares are immediately convertible.

F8: The shares do not have an expiration date.

F9: 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.

F10: On October 13, 2009, the Reporting Person was granted an option to purchase up to 21,000 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.

F11: 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.