SEC Form 4 · accession 0001219210-15-000036
IKANOS COMMUNICATIONS, INC. · IKAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Diosdado P Banatao
10% Owner
Period of report
Feb 11, 2015
Accepted (ET)
Feb 13, 2015 · 6:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001219210
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 11, 2015 | A | 19,280 | $0.00 | A | 72,635 | D | |
| Common StockF1 | holding | — | — | — | 2,000,000 | I | See Footnotes | |
| Common StockF2,F3,F4,F5,F6 | holding | — | — | — | 84,494,519 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F7 | $0.41 | Feb 11, 2015 | A | 57,880 | A | — | Feb 11, 2022 | Common Stock | 57,880 | 57,880 | D |
Explanation of responses
- F1Tallwood Partners, LLC ("Partners") is the direct owner of the shares reported. The Banatao Living Trust DTD 7/21/99 ("Trust") is the managing partner of Partners. The Reporting Person, as a trustee of the Banatao Living Trust DTD 7/21/99, directly or indirectly, holds 100% of the membership interests in Tallwood Partners, LLC, and holds shared voting and dispositive power over the securities held by this entity, 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, the Reporting Person is the beneficial owner of these shares.
- 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).
- F4The Reporting Person is a managing member 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, that the Reporting Person 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, that the Reporting Person is the beneficial owner of these securities.
- F7This grant will vest at the rate of 1/12 each month on the same day of the month as the transaction date.