Statement of Changes in Beneficial Ownership (4)
September 29 2015 - 4:58PM
Edgar (US Regulatory)
FORM 4
[
X
]
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 APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Bencala Dennis
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP and Chief Financial Officer
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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)
9/28/2015
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(Street)
FREMONT, CA 94538
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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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Common Stock
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9/28/2015
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U
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6517
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D
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(1)
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0
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D
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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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Restricted Stock Units
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(2)
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9/28/2015
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D
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26500
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(3)
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(4)
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Common Stock
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26500.0
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(3)
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0
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D
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Restricted Stock Units
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(2)
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9/28/2015
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D
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33904
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(5)
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(4)
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Common Stock
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33904.0
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(5)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed 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").
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(
2)
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Each unit represents a contingent right to receive one share of the Issuer's common stock.
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(
3)
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This grant was scheduled to vest as to 1/3 on August 12, 2015, then 1/6 on the 18th month anniversary of the grant, and 1/6 every six months thereafter, subject to continued service through each vesting date. This grant was cancelled on the effective date of the Merger in exchange for a cash payment equal to the number of restricted stock units multiplied by $2.75.
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(
4)
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No expiration date.
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(
5)
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1/3 of this grant was scheduled to vest on October 26, 2015 and 1/6 every six months thereafter. This grant was cancelled on the effective date of the Merger in exchange for a cash payment equal to the number of restricted stock units multiplied by $2.75.
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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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Bencala Dennis
C/O IKANOS COMMUNICATIONS
47669 FREMONT BLVD.
FREMONT, CA 94538
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VP and Chief Financial Officer
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Signatures
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/s/ Andrew S. Hughes, by power of attorney
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9/29/2015
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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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