Amended Statement of Changes in Beneficial Ownership (4/a)
February 18 2015 - 6:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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
*
Tahernia Omid
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2. Issuer Name
and
Ticker or Trading Symbol
IKANOS COMMUNICATIONS, INC.
[
IKAN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO and President
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(Last)
(First)
(Middle)
C/O IKANOS COMMUNICATIONS, 47669 FREMONT BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/11/2015
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(Street)
FREMONT, CA 94538
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
2/13/2015
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$0.41
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2/11/2015
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A
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902880
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(1)
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2/11/2022
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Common Stock
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902880.0
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$0
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902880
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D
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Restricted Stock Units
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$0.0
(2)
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2/11/2015
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A
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948920
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(3)
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(4)
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Common Stock
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948920.0
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$0
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948920
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D
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Stock Option (right to buy)
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$0.41
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2/11/2015
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A
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424880
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(5)
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2/11/2020
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Common Stock
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424880.0
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(5)
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424880
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D
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Stock Option (right to buy)
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$0.89
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2/11/2015
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D
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600000
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(6)
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6/11/2019
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Common Stock
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600000.0
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(6)
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0
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D
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Stock Option (right to buy)
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$0.89
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2/11/2015
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A
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600000
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(6)
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6/11/2019
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Common Stock
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600000.0
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$0
(6)
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600000
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D
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Explanation of Responses:
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(
1)
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25% of the Shares subject to the option shall vest on the one-year anniversary of the vesting commencement date of September 29, 2014 and 6.25% of the shares shall vest on each subsequent three (3) month anniversary of the vesting commencement date, subject to the Reporting Person continuing to be a service provider through each such date.
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(
2)
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Each restricted stock unit represents a contingent right to receive one share of IKAN common stock.
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(
3)
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1/6 of this grant will vest on October 29, 2015 and 1/12 every six months thereafter; and additional 1/6th of this grant will vest on October 30, 2015 and an additional 1/12 every six months thereafter. Vested shares will be delivered to the Reporting Person following each vest date.
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(
4)
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No expiration date.
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(
5)
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These stock options will vest over a one-year period, if at all, in two equal installments if the stock price of the Company's common stock during any 20 consecutive trading day period exceeds $0.82 and $1.23, respectively. Once vesting begins, these shares will vest in equal monthly installments over the one year period after the applicable stock price goal is achieved.
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(
6)
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These 600,000 stock options were originally granted to the Reporting Person on 06/11/2012. At the time of grant, the vesting schedule provided that the 600,000 shares would vest over a one-year period, if at all, in two equal installments if the stock price of the Company's common stock during any 20 consecutive trading day period exceeded $2.50 and $3.50, respectively, beginning upon the date(s) that certain stock price goals are achieved. Once vesting began, these shares would vest in equal quarterly installments over the one-year period after the applicable stock price goal is achieved. On 02/11/2015, the Company changed the stock price goals to $0.82 and $1.23, respectively, but made no other changes to the grant.
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Remarks:
This Form 4/A is filed to delete an erroneous entry on the Form 4 filed on 02/13/2015 that purported to show in Table I the acquisition by the Reporting Person of 600,000 shares of IKAN common stock. No other amendments were made. Consistent with the Form 4 filed on 02/13/2015, all amounts shown in this Form 4/A do not reflect the reverse stock split effected by the Company as of 02/13/2015.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Tahernia Omid
C/O IKANOS COMMUNICATIONS
47669 FREMONT BLVD.
FREMONT, CA 94538
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X
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CEO and President
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Signatures
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/s/ Andrew S. Hughes, by power of attorney
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2/18/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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