SEC Form 4 · accession 0001219210-15-000164

IKANOS COMMUNICATIONS, INC. · IKAN

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

Reporting owner

George Pavlov

Director · 10% Owner

Period of report

Sep 28, 2015

Accepted (ET)

Sep 29, 2015 · 4:56 pm EDT

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^F1	Sep 28, 2015	U	9,335	—	D	0	D
Common Stock^{F1,F2,F3,F4,F5,F6}	Sep 28, 2015	U	8,449,449	—	D	0	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	$1.84	Sep 28, 2015	U	5,000	D	—	May 28, 2022	Common Stock	5,000	0	D

Explanation of responses

F1Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 5, 2015, among the Issuer, Qualcomm Atheros, Inc. ("Parent"), and King Acquisition Co., a wholly-owned subsidiary of Parent ("Merger Sub") in exchange for cash consideration of $2.75 per share, without interest (less any applicable withholding taxes). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
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 1,818,789, 5,845,193, 740,180, and 45,287 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 ("TallwoodAnnex 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 IIIPartners, 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 dispositivepower 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 persons is the beneficial owner of these securities.
F7This Director Stock Option, which provided for vesting in 12 equal monthly installments beginning on May 28, 2015, was cancelled on the effective date of the Merger in exchange for a cash payment representing the difference between the exercise price of such stock option and $2.75 per share.