| 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)
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2. Issuer Name and Ticker or Trading Symbol
OCCAM NETWORKS INC/DE [ OCCM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/20/2005 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Series A-2 Preferred Stock Warrants (right to buy) | (1) | 04/20/2005 | X | 226,800(1) | 03/08/2004 | 09/02/2005 | Common Stock | 20,618,181(1) | (1) | 75,163,635(1) | D(2) | ||||
| Series A-2 Preferred Stock | (1) | 04/20/2005 | X | 226,800(1) | (3) | (4) | Common Stock | 20,618,181(1) | (1) | 75,163,635(1) | D(2) | ||||
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. Alta California Partners III, L.P. exercised a Warrant for 219,392 shares of Series A-2 Preferred Stock and Alta Embarcadero Partners III, LLC exercised a Warrant for 7,408 shares of Series A-2 Preferred Stock. The exercise price of the Warrants for Series A-2 Preferred Stock is $10.00 per share. The Series A-2 Preferred Stock is convertible into Common Stock on a 1:90.90909 basis. |
| 2. Alta Partners II, Inc. ("APII") provides investment advisory services to several venture capital funds including Alta California Partners III, L.P.("ACPIII") & Alta Embarcadero Partners III, LLC ("AEPIII"). The managing directors ("md") of Alta California Management Partners III, LLC ("ACMPIII")(which is the general partner ("gp") of ACPIII) & the managers of AEPIII exercise sole voting & investment power with respect to the shares owned by such funds. Garrett Gruener, Guy Nohra & Daniel Janney (collectively known as the "principals") are md of ACMPIII (which is the gp of ACPIII) & mangers of AEPIII. As md & managers of such funds, they may be deemed to to share voting & investment powers over the shares held by such funds. Certain principals of APII are directors & members of ACMPIII, they disclaim beneficial ownership of all such shares held by the foregoing funds except to the extent of their proportionate pecuniary interests therein. |
| 3. Immediately |
| 4. N/A |
| Remarks: |
| Guy Nohra | 04/20/2005 | |
| Garrett Gruener | 04/20/2005 | |
| Daniel Janney | 04/20/2005 | |
| Guy Nohra | 04/20/2005 | |
| Guy Nohra | 04/20/2005 | |
| Guy Nohra | 04/20/2005 | |
| Guy Nohra | 04/20/2005 | |
| ** 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. | ||