DZS (DZSI) Form 4 ZHONE / MORTEZA EJABAT ownership change

SEC Form 4

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^*

EJABAT MORTEZA

(Last) (First) (Middle)

C/O ZHONE TECHNOLOGIES, INC.

7195 OAKPORT ST.

(Street)

OAKLAND CA 94621

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZHONE TECHNOLOGIES INC [ ZHNE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
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
Commons Stock	08/11/2015		D		4,100	D	$1.75(1)	482,812	D
Common Stock	08/11/2015		M		4,100	A	$1.65	486,912	D
Common Stock	08/10/2015		D		26,350	D	$1.774(1)	482,812	D
Common Stock	08/10/2015		M		26,350	A	$1.65	509,162	D
Common Stock								14,100	I	By the Salmeh Ejabat Trust
Common Stock								14,100	I	By the Ashlee Ann Ejabat Trust
Common Stock								781,674	I	See Note 2(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option	$1.65	08/11/2015		M			4,100	09/02/2012	09/02/2015	Common Stock	4,100	$0.00	1,326,910(3)	D
Employee Stock Option	$1.65	08/10/2015		M			26,350	09/02/2012	09/02/2015	Common Stock	26,350	$0.00	1,331,010(3)	D

Explanation of Responses:

1. The Price in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.75 to $1.82 per share. Mr. Ejabat has provided to the Company and, upon request, will provide any security holder of the Company or the SEC staff information regarding the number of shares sold at each price within that range.

2. Held by Mr. Ejabat as Trustee of the Morteza Ejabat Trust Under Declaration of Trust Dated May 19, 1998.

3. These constitute options to purchase shares of the Company's common stock.

Remarks:

	/s/Laura Larsen as Power of Attorney	08/12/2015
	** 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).
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