CALIX, INC — Director's Dealing 2011

Feb 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CALIX, INC (calx)
CIK: 0001406666
Period of Report: 2011-02-22

Reporting Person: PARDUN THOMAS E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-22	Common Stock	A	18786	—	Acquired	18786	Direct
2011-02-22	Common Stock	A	4533	—	Acquired	23319	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-22	Stock Option (right to buy)	$22.59	A	121	Acquired	2015-09-21	Common Stock (121)	Direct
2011-02-22	Stock Option (right to buy)	$22.59	A	182	Acquired	2015-09-21	Common Stock (182)	Direct
2011-02-22	Stock Option (right to buy)	$42.6	A	2435	Acquired	2016-04-27	Common Stock (2435)	Direct
2011-02-22	Stock Option (right to buy)	$18.44	A	10000	Acquired	2021-02-22	Common Stock (10000)	Direct

Footnotes

F1: Pursuant to the Agreement and Plan of Merger and Reorganization (the "Merger Agreement") dated as of September 16, 2010 by and among Calix, Inc., Ocean Sub I, Inc., Ocean Sub II, LLC and Occam Networks, Inc. ("Occam"), the Reporting Person exchanged 64,228 shares of Common Stock of Occam for a cash payment of $246,231 and 18,786 shares of Common Stock of Calix ($3.8337 in cash and 0.2925 shares of Common Stock of Calix for each share of Common Stock of Occam).

F2: 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 February 22, 2012, 1,511 of the RSUs will vest on February 22, 2013, and the remaining 1,511 of the RSUs will vest on February 22, 2014.

F3: Includes 4,533 RSUs.

F4: Pursuant to the Merger Agreement, as of the effective time of the merger, options to purchase 250 shares of Common Stock of Occam at an exercise price of $11.00 per share were assumed by Calix and exchanged for this option grant.

F5: 100% of the shares subject to the option are fully vested and exercisable.

F6: Pursuant to the Merger Agreement, as of the effective time of the merger, options to purchase 375 shares of Common Stock of Occam at an exercise price of $11.00 per share were assumed by Calix and exchanged for this option grant.

F7: Pursuant to the Merger Agreement, as of the effective time of the merger, options to purchase 5,000 shares of Common Stock of Occam at an exercise price of $20.75 per share were assumed by Calix and exchanged for this option grant.

F8: One-third of the shares subject to the option will vest and become exercisable one (1) year after February 22, 2011 (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.