- Amended Statement of Beneficial Ownership (SC 13D/A)
01 Novembre 2010 - 10:09PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT
NO. 7)
Occam Networks,
Inc.
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
67457P309
(CUSIP
Number)
Michael
P. Maher
c/o U.S.
Venture Partners
(650)
854-9080
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
COPY
TO:
Sean
Caplice, Esq.
c/o
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
1200
Seaport Boulevard, Redwood City, CA 94063
(650)
321-2400
September
16, 2010
(Date of
Event Which Requires Filing of This Statement)
CUSIP
NO. 67457P101
|
13
D
|
Page 2
of
17
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
U.S.
Venture Partners VII, L.P. (“USVP VII”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,986,463
shares, except that Presidio Management Group VII, L.L.C.
(“PMG VII”), the general partner of USVP VII, may be deemed to
have sole voting power with respect to such shares, and Irwin Federman
(“Federman”), Winston S. Fu (“Fu”), Steven M. Krausz (“Krausz”), David
Liddle (“Liddle”), Jonathan D. Root (“Root”) and Phillip M. Young
(“Young”), the managing members of PMG VII, may be deemed to have a
shared voting power with respect to such shares.
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
9
|
SOLE
DISPOSITIVE POWER
2,986,463
shares, except PMG VII, the general partner of USVP VII, may be
deemed to have sole dispositive power with respect to such shares, and
Federman, Fu, Krausz, Liddle, Root and Young, the managing members of
PMG VII, may be deemed to have a shared dispositive power with
respect to such shares.
|
10
|
SHARED
DISPOSITIVE POWER
See
response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 2,986,463
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN
SHARES*
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
14.1%
|
14
|
TYPE
OF REPORTING
PERSON* PN
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
USVP
Entrepreneur Partners VII-A, L.P. (“EP VII-A”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
31,107
shares, except that PMG VII, the general partner of EP VII-A, may be
deemed to have sole voting power with respect to such shares, and
Federman, Fu, Krausz, Liddle, Root and Young, the managing members of
PMG VII, may be deemed to have shared voting power with respect to
such shares.
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
9
|
SOLE
DISPOSITIVE POWER
31,107
shares, except that PMG VII, the general partner of EP VII-A, may be
deemed to have sole dispositive power with respect to such shares, and
Federman, Fu, Krausz, Liddle, Root and Young, the managing members of
PMG VII, may be deemed to have shared dispositive power with respect
to such shares.
|
10
|
SHARED
DISPOSITIVE POWER
See
response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 31,107
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN
SHARES*
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
9
0.1%
|
14
|
TYPE
OF REPORTING
PERSON*
PN
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
USVP
Entrepreneur Partners VII-B, L.P. (“EP VII-B”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
31,107
shares, except that PMG VII, the general partner of EP VII-B, may be
deemed to have sole voting power with respect to such shares, and
Federman, Fu, Krausz, Liddle, Root and Young, the managing members of
PMG VII, may be deemed to have shared voting power with respect to
such shares.
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
9
|
SOLE
DISPOSITIVE POWER
31,107
shares, except that PMG VII, the general partner of EP VII-B, may be
deemed to have sole dispositive power with respect to such shares, and
Federman, Fu, Krausz, Liddle, Root and Young, the managing members of
PMG VII, may be deemed to have shared dispositive power with respect
to such shares.
|
10
|
SHARED
DISPOSITIVE POWER
See
response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 31,107
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN
SHARES*
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
0.1%
|
14
|
TYPE
OF REPORTING
PERSON*
PN
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2180
Associates Fund VII, L.P. (“2180 VII”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
62,216
shares, except that PMG VII, the general partner of 2180 VII,
may be deemed to have sole voting power with respect to such shares, and
Federman, Fu, Krausz, Liddle, Root and Young, the managing members of
PMG VII, may be deemed to have shared voting power with respect to
such shares.
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
9
|
SOLE
DISPOSITIVE POWER
62,216
shares, except that PMG VII, the general partner of 2180 VII,
may be deemed to have sole dispositive power with respect to such shares,
and Federman, Fu, Krausz, Liddle, Root and Young, the managing members of
PMG VII, may be deemed to have shared dispositive power with respect
to such shares.
|
10
|
SHARED
DISPOSITIVE POWER
See
response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 62,216
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN
SHARES*
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
0.3%
|
14
|
TYPE
OF REPORTING
PERSON*
PN
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Presidio
Management Group VII, L.L.C. (“PMG VII”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,110,893
shares (directly owned by USVP VII, EP VII-A, EP VII-B and
2180 VII). PMG VII is the general partner of
USVP VII, EP VII-A, EP VII-B and 2180 VII and may be deemed to
have sole voting power with respect to such shares, and Federman, Fu,
Krausz, Liddle, Root and Young, the managing members of PMG VII, may
be deemed to have shared voting power with respect to such
shares.
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
9
|
SOLE
DISPOSITIVE POWER
3,110,893shares
(directly owned by USVP VII, EP VII-A, EP VII-B and
2180 VII). PMG VII is the general partner of
USVP VII, EP VII-A, EP VII-B and 2180 VII and may be deemed to
have sole dispositive power with respect to such shares, and Federman, Fu,
Krausz, Liddle, Root and Young, the managing members of PMG VII, may
be deemed to have shared dispositive power with respect to such
shares.
|
10
|
SHARED
DISPOSITIVE POWER
See
response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 3,110,893
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN
SHARES*
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
14.7%
|
14
|
TYPE
OF REPORTING
PERSON*
00
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Irwin
Federman (“Federman”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
4,237
shares.
|
8
|
SHARED
VOTING POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and 2180
VII). Federman is a managing member of PMG VII, the
general partner of USVP VII, EP VII-A, EP VII-B and 2180 VII, and may be
deemed to have shared voting power with respect to such
shares.
|
9
|
SOLE
DISPOSITIVE POWER
4,237
shares.
|
10
|
SHARED
DISPOSITIVE POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and 2180
VII). Federman is a managing member of PMG VII, the
general partner of USVP VII, EP VII-A, EP VII-B and 2180 VII, and may be
deemed to have shared dispositive power with respect to such
shares.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 3,115,130
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN
SHARES*
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
14.7%
|
14
|
TYPE
OF REPORTING
PERSON*
IN
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Winston
S. Fu (“Fu”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
19
shares.
|
8
|
SHARED
VOTING POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and
2180 VII). Fu is a managing member of PMG VII, the
general partner of USVP VII, EP VII-A, EP VII-B and
2180 VII, and may be deemed to have shared voting power with respect
to such shares.
|
9
|
SOLE
DISPOSITIVE POWER
19
shares.
|
10
|
SHARED
DISPOSITIVE POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and
2180 VII). Fu is a managing member of PMG VII, the
general partner of USVP VII, EP VII-A, EP VII-B and
2180 VII, and may be deemed to have shared dispositive power with
respect to such shares.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 3,110,912
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
14.7%
|
14
|
TYPE
OF REPORTING
PERSON*
IN
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Steven
M. Krausz (“Krausz”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
63,354
shares issuable upon exercise of options and vesting of Restricted
Shares.
|
8
|
SHARED
VOTING POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and 2180
VII). Krausz is a managing member of PMG VII, the general
partner of USVP VII, EP VII-A, EP VII-B and 2180 VII, and may be deemed to
have shared voting power with respect to such shares.
|
9
|
SOLE
DISPOSITIVE POWER
63,354
shares issuable upon exercise of options and vesting of Restricted
Shares.
|
10
|
SHARED
DISPOSITIVE POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and 2180
VII). Krausz is a managing member of PMG VII, the general
partner of USVP VII, EP VII-A, EP VII-B and 2180 VII, and may be deemed to
have shared dispositive power with respect to such
shares.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 3,174,247
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN
SHARES*
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
15.0%
|
14
|
TYPE
OF REPORTING
PERSON*
IN
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David
Liddle (“Liddle”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares.
|
8
|
SHARED
VOTING POWER
3,110,893
shares (held directly owned by USVP VII, EP VII-A, EP VII-B and
2180 VII). Liddle is a managing member of PMG VII,
the general partner of USVP VII, EP VII-A, EP VII-B and
2180 VII, and may be deemed to have shared voting power with respect
to such shares.
|
9
|
SOLE
DISPOSITIVE POWER
0
shares.
|
10
|
SHARED
DISPOSITIVE POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and
2180 VII). Liddle is a managing member of PMG VII,
the general partner of USVP VII, EP VII-A, EP VII-B and
2180 VII, and may be deemed to have shared dispositive power with
respect to such shares.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 3,110,893
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN
SHARES*
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
14.7%
|
14
|
TYPE
OF REPORTING
PERSON*
IN
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan
D. Root (“Root”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
4,481
shares.
|
8
|
SHARED
VOTING POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and 2180
VII). Root is a managing member of PMG VII, the general partner
of USVP VII, EP VII-A, EP VII-B and 2180 VII, and may be deemed to have
shared voting power with respect to such shares.
|
9
|
SOLE
DISPOSITIVE POWER
4,481
shares.
|
10
|
SHARED
DISPOSITIVE POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and 2180
VII). Root is a managing member of PMG VII, the general partner
of USVP VII, EP VII-A, EP VII-B and 2180 VII, and may be deemed to have
shared dispositive power with respect to such shares.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 3,115,374
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN
SHARES*
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
14.7%
|
14
|
TYPE
OF REPORTING
PERSON*
IN
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Philip
M. Young (“Young”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares.
|
8
|
SHARED
VOTING POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and 2180
VII). Young is a managing member of PMG VII, the general
partner of USVP VII, EP VII-A, EP VII-B and 2180 VII, and may be deemed to
have shared voting power with respect to such shares.
|
9
|
SOLE
DISPOSITIVE POWER
0
shares.
|
10
|
SHARED
DISPOSITIVE POWER
3,110,893
shares (held directly by USVP VII, EP VII-A, EP VII-B and 2180
VII). Young is a managing member of PMG VII, the general
partner of USVP VII, EP VII-A, EP VII-B and 2180 VII, and may be deemed to
have shared dispositive power with respect to such
shares.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON 3,110,893
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES
CERTAIN
SHARES*
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
14.7%
|
14
|
TYPE
OF REPORTING
PERSON*
IN
|
|
This
Amendment No. 7 is filed to amend and supplement Amendment No. 6
(“Amendment 6”) to the Report on Schedule 13D filed on January 4, 2010 by
U.S. Venture Partners VII, L.P., USVP Entrepreneur Partners VII-A,
USVP Entrepreneur Partners VII-B, 2180 Associates Fund VII, L.P.,
Presidio Management Group VII, L.L.C., Irwin Federman, Winston S. Fu,
Steven M. Krausz, David Liddle, Jonathan D. Root and Philip M. Young (the
foregoing entities and individuals are collectively referred to as the
“Reporting Persons”) with respect to the common stock, $0.001 par value
per share (the “Common Stock”), of Occam Networks, Inc. (the “Company”).
Except to the extent supplemented by the information contained in this
Amendment No. 7, Amendment 6 remains in full force and effect. Capitalized
terms used herein and not defined shall have the same meanings as in
Amendment 6.
|
ITEM
4.
|
Purpose of
Transaction.
|
|
Item
4 of Amendment 6 is hereby amended by adding the following to the end
thereof:
|
|
On
September 16, 2010, the Company, Calix, Inc. (“Calix”), Ocean Sub I, Inc.
(“Merger Sub”) and Ocean Sub II, LLC (“Second Merger Sub,” and together
with Calix and Merger Sub, the “Calix Parties”) entered into an Agreement
and Plan of Merger and Reorganization (the “Merger Agreement”) which
provides, among other things, for the merger of Merger Sub with and into
the Company, with the Company continuing as the surviving corporation,
immediately followed by the merger of the Company with and into Second
Merger Sub, with the Second Merger Sub as the ultimate surviving company
upon the terms and subject to the conditions set forth in the Merger
Agreement. The foregoing description of the Merger Agreement is qualified
in its entirety by reference to the Merger Agreement, which is
incorporated in this Amendment No. 7 by reference to Exhibit
C.
|
|
Concurrently
with the execution of the Merger Agreement, the Calix Parties, the
Reporting Persons and certain other parties named therein entered into a
Support Agreement (the “Support Agreement”). The Support Agreement, among
other things, (i) restricts the transfer of Common Stock held by the
Reporting Persons, (ii) covenants to vote in favor of the adoption of the
Merger Agreement and against competing acquisition proposals and (iii)
grants an irrevocable proxy to Calix to effect (ii). The other
parties to the Support Agreement hold an aggregate of 5,681,839 shares of
Common Stock. The foregoing description of the Support
Agreement is qualified in its entirety by reference to the Support
Agreement, which is incorporated in this Amendment No. 7 by reference to
Exhibit D.
|
ITEM
6.
|
Contracts, Arrangements,
Understandings or Relationships with respect to the Securities of the
Issuer
.
|
|
Item
6 of Amendment 6 is hereby amended by adding the following to the end
thereof:
|
|
As
described in Item 4 hereto, the Reporting Persons have entered into a
Support Agreement. The information set forth in Item 4 with
respect to the Support Agreement is incorporated into this Item 6 by
reference in its entirety.
|
ITEM
7.
|
Materials to be Filed as
Exhibits
.
|
|
Item
7 of Amendment 6 is hereby amended in its entirety with the
following:
|
|
Exhibit
A: Agreement of Joint Filing (Incorporated by reference to
Original 13D Filing);
|
|
Exhibit
B: Reference to Michael P. Maher as Attorney-In-Fact
(incorporated by reference to Original 13D
Filing);
|
|
Exhibit
C: Agreement and Plan of Merger and Reorganization, dated
September 16, 2010, by and among Occam Networks, Inc., Calix, Inc., Ocean
Sub I, Inc. and Ocean Sub II, L.L.C. (incorporated by reference to the
Company’s Current Report filed on Form 8-K on September 16, 2010);
and
|
|
Exhibit
D: Support Agreement dated as of September 16, 2010, by and
among Calix, Inc., Ocean Sub I, Inc., Ocean Sub II, L.L.C. and certain
stockholders of Occam Networks, Inc. (incorporated by reference to the
Company’s Current Report filed on Form 8-K on September 16,
2010).
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: November
11, 2010
|
|
|
|
U.S.
Venture Partners VII, L.P.
|
/s/ Michael Maher
|
By
Presidio Management Group VII, L.L.C.
|
Signature
|
Its
General Partner
|
|
|
Michael
Maher
|
|
Chief
Financial Officer/Attorney-In-Fact
|
|
|
USVP Entrepreneur
Partners VII-A
|
/s/ Michael Maher
|
By
Presidio Management Group VII, L.L.C.
|
Signature
|
Its
General Partner
|
|
|
Michael
Maher
|
|
Chief
Financial Officer/Attorney-In-Fact
|
|
|
USVP Entrepreneur
Partners VII-B
|
/s/ Michael Maher
|
By
Presidio Management Group VII, L.L.C.
|
Signature
|
Its
General Partner
|
|
|
Michael
Maher
|
|
Chief
Financial Officer/Attorney-In-Fact
|
|
|
2180
Associates Fund VII, L.P.
|
/s/ Michael Maher
|
By
Presidio Management Group VII, L.L.C.
|
Signature
|
Its
General Partner
|
|
|
Michael
Maher
|
|
Chief
Financial Officer/Attorney-In-Fact
|
|
|
Presidio
Management Group VII, L.L.C.
|
/s/ Michael Maher
|
A
Delaware Limited Liability Company
|
Signature
|
|
|
|
Michael
Maher
|
|
Chief
Financial Officer/Attorney-In-Fact
|
|
|
Irwin
Federman
|
/s/ Michael Maher
|
|
Michael
Maher
|
|
Attorney-In-Fact
|
Winston
S. Fu
|
/s/ Michael Maher
|
|
Michael
Maher
|
|
Attorney-In-Fact
|
|
|
Steven
M. Krausz
|
/s/ Michael Maher
|
|
Michael
Maher
|
|
Attorney-In-Fact
|
|
|
David
Liddle
|
/s/ Michael Maher
|
|
Michael
Maher
|
|
Attorney-In-Fact
|
|
|
Jonathan
D. Root
|
/s/ Michael Maher
|
|
Michael
Maher
|
|
Attorney-In-Fact
|
|
|
Philip
M. Young
|
/s/ Michael Maher
|
|
Michael
Maher
|
|
Attorney-In-Fact
|
Exhibits
Exhibit
A:
|
Incorporated
by Reference to Original 13D Filing
|
Exhibit
B:
|
Incorporated
by Reference to Original 13D Filing
|
Exhibit
C:
|
Agreement
and Plan of Merger and Reorganization, dated September 16, 2010, by and
among Occam Networks, Inc., Calix, Inc., Ocean Sub I, Inc. and Ocean Sub
II, L.L.C. (incorporated by reference to the Company’s Current Report
filed on Form 8-K on September 16,
2010)
|
Exhibit
D:
|
Support
Agreement dated as of September 16, 2010, by and among Calix, Inc., Ocean
Sub I, Inc., Ocean Sub II, L.L.C. and certain stockholders of Occam
Networks, Inc. (incorporated by reference to the Company’s Current Report
filed on Form 8-K on September 16,
2010)
|
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