SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IKANOS COMMUNICATIONS, INC. [ IKAN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/28/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/28/2015 | U | 8,449,449(1) | D | $2.75 | 0 | I | See Footnotes(2)(3) | ||
Common Stock | 09/28/2015 | U | 200,000(1) | D | $2.75 | 0 | I | See Footnotes(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. All share amounts reported herein reflect the 1-for-10 reverse split of the Issuer's outstanding common stock that was effective on February 13, 2015. |
2. Tallwood III Annex, L.P. ("Tallwood III Annex") Tallwood III, L.P. ("Tallwood III"), Tallwood III Partners, L.P. ("Tallwood III Partners"), Tallwood III Associates, L.P. ("Tallwood III Associates" and, together with Tallwood III Annex, Tallwood III and Tallwood III Partners, the "Tallwood Funds") directly own 1,818,789, 5,845,193, 740,180 and 45,287 shares of Common Stock of the Company, respectively. Tallwood Partners, LLC ("Partners") is the direct owner of 200,000 shares of Common Stock of the Company. The Banatao Living Trust DTD 7/21/99 ("Trust") is the managing member of Partners. (Continued in Footnote 3.) |
3. Tallwood III Management, LLC is the general partner of Tallwood III, Tallwood III Partners and Tallwood III Associates, and Tallwood Annex Management ("Tallwood Annex Management") is the general partner of Tallwood III Annex. Tallwood Management and Tallwood Annex Management may be deemed to have shared beneficial ownership of the securities held by the Tallwood Funds. Each of Luis Arzubi, Diosdado Banatao and George Pavlov is a managing member of Tallwood Management and Tallwood Annex Management, and may be deemed to have shared beneficial ownership of the securities reported herein. Each person or entity named in this footnote disclaims beneficial ownership of these securities, except to the extent of his or its pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any person or entity named in this footnote is the beneficial owner of these securities. |
Remarks: |
/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III, L.P. | 09/29/2015 | |
/s/ Nataska Skok, as Atty-in-Fact for Tallwood III Annex Management, LLC as General Partner for Tallwood III Annex, L.P. | 09/29/2015 | |
/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management LLC as General Partner for Tallwood III Associates. L.P. | 09/29/2015 | |
By: /s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III Partners, L.P. | 09/29/2015 | |
By: /s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC | 09/29/2015 | |
By: /s/ Natasha Skok, as Atty-in-Fact for Tallwood III Annex Management, LLC | 09/29/2015 | |
By: /s/ Diosdado P. Banatao, trustee of the Banatao Living Trust DTD 7/21/99, Managing Member of Tallwood Partners, LLC | 09/29/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |