GOGUEN MICHAEL L - 3 filing on 2005-09-21

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GOGUEN MICHAEL L

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

3000 SAND HILL RD BLDG 4 #180

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2005

3. Issuer Name and Ticker or Trading Symbol
IKANOS COMMUNICATIONS [ IKAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	135,805	⁽¹⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽²⁾	Common Stock	308,939	⁽⁴⁾	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾	⁽²⁾	Common Stock	543,325	⁽⁶⁾	I	See footnote⁽⁷⁾
Series D Preferred Stock	⁽⁸⁾	⁽²⁾	Common Stock	1,762,826	⁽⁸⁾	I	See footnote⁽⁹⁾
Series E Preferred Stock	⁽¹⁰⁾	⁽²⁾	Common Stock	299,129	⁽¹⁰⁾	I	See footnote⁽¹¹⁾

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock is immediately convertible into 1 share of Common Stock.

2. Not applicable.

3. Includes 125,875 shares held by Sequoia Capital VIII ("Sequoia VIII"), 1,597 shares held by Sequoia International Technology Partners VIII ("Sequoia ITP VIII") and 8,333 shares held by Sequoia International Technology Partners VIII (Q) ("Sequoia ITP VIII (Q)"). Mr. Goguen is a Managing Member of SC VIII Management, LLC, the general partner of Sequoia VIII, Sequoia ITP VIII and Sequoia ITP VIII (Q) and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

4. Each share of Series B Convertible Preferred Stock is immediately convertible into 1 share of Common Stock.

5. Includes 286,851 shares held by Sequoia VIII, 3,552 shares held by Sequoia ITP VIII and 18,536 shares held by Sequoia ITPVIII (Q). Mr. Goguen disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

6. Each share of Series C Convertible Preferred Stock is immediately convertible into 1 share of Common Stock.

7. Includes 504,478 shares held by Sequoia VIII, 6,248 shares held by Sequoia ITP VIII and 32,599 shares held by Sequoia ITPVIII (Q). Mr. Goguen disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

8. Each share of Series D Convertible Preferred Stock is immediately convertible into 1 share of Common Stock.

9. Includes 1,062,017 shares held by Sequoia VIII, 13,153 shares held by Sequoia ITP VIII, 68,627 shares held by Sequoia ITPVIII (Q), 544,746 shares held by Sequoia Capital Franchise Fund ("Sequoia FF") and 74,283 shares held by Sequoia Capital Franchise Partners ("Sequoia CFP"). Mr. Goguen is a Managing Member of SCFF Management, LLC, the general partner of Sequoia FF and Sequoia CFP and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

10. Each share of Series E Convertible Preferred Stock is immediately convertible into 1 share of Common Stock.

11. Includes 180,211 shares held by Sequoia VIII, 2,232 shares held by Sequoia ITP VIII, 11,645 shares held by Sequoia ITPVIII (Q), 92,436 shares held by Sequoia FF and 12,605 shares held by Sequoia CFP. Mr. Goguen disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

	/s/ Michael L. Goguen	09/21/2005
	** Signature of Reporting Person	Date
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