SEC Form 4 · accession 0001219210-15-000020

IKANOS COMMUNICATIONS, INC. · IKAN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents the purchase of common stock pursuant to the exercise of the Reporting Person's basic subscription rights and over-subscription rights in the Issuer's rights offering pursuant to the Prospectus dated November 26, 2014 (the "Rights Offering"). Pursuant to the Rights Offering, each basic subscription right entitled the holder to purchase 1.459707 shares of the Issuer's common stock for each whole share of common stock owned at 5:00 p.m., Eastern Time, on September 26, 2014. The Rights Offering expired on February 4, 2015.
• F2Tallwood 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 18,187,904, 58,451,936, 7,401,806 and 452,873 shares of Common Stock of the Company, respectively. (Continued in Footnote 3.)
• F3Tallwood III Management, LLC ("Tallwood Management") is the general partner of Tallwood III, Tallwood III Partners and Tallwood III Associates. Tallwood III Annex Management, LLC ("Tallwood Annex Management") is the general partner of Tallwood III Annex. Tallwood Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III, Tallwood III Partners and Tallwood III Associates, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein. Tallwood Annex Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III Annex, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein. (Continued in Footnote 4.)
• F4Diosdado P. Banatao and George Pavlov are managing members of Tallwood Management and Tallwood Annex Management and may be deemed to share voting and dispositive power with respect to the shares owned by the Tallwood Funds, but disclaims such beneficial ownership except to the extent of his 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, Mr. Banatao is the beneficial owner of these shares.
• F5The Tallwood Funds are parties to a stockholder agreement with respect to the securities of the Company, and as a result of which each such entity may be deemed to be a member of a group with respect to the securities of the Company owned by such entities. However, each Tallwood Fund disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
• F6The 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 of the reporting persons is the beneficial owner of these securities.
• F7By Diosdado P. Banatao
• F8By George Pavlov
• F9Tallwood Partners, LLC ("Partners") is the direct owner of the shares reported as acquired herein. The Banatao Living Trust DTD 7/21/99 ("Trust") is the managing member of Partners.