| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CALIX, INC [ (CALX) ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy) | $34.26 | 01/31/2025 | A | 125,737 | 02/08/2025(1) | 02/08/2034 | Common Stock | 125,737 | $0 | 125,737 | D | ||||
| Stock Option (right to buy) | $34.26 | 01/31/2025 | A | 80,325 | 02/08/2025(2) | 02/08/2034 | Common Stock | 80,325 | $0 | 80,325 | D | ||||
| Stock Option (right to buy) | $39.68 | 01/31/2025 | A | 217,500 | 01/31/2026(3) | 01/31/2035 | Common Stock | 217,500 | $0 | 217,500 | D | ||||
| Explanation of Responses: |
| 1. On February 8, 2024, the reporting person was granted a performance-based stock option to purchase 262,500 shares of common stock. On January 31, 2025, the Talent and Compensation Committee (the Committee) of the Board of Directors of Calix, Inc. (Calix) determined that the performance criteria governing 47.9% of the grant had been achieved, resulting in 125,737 shares of common stock remaining subject to the option. The option vests: (i) as to 25% of the shares of common stock subject to the option, on February 8, 2025; and (ii) as to the remaining 75% of the shares of common stock subject to the option, quarterly in equal installments over 36 months from February 8, 2025, subject to continued employment with Calix through the applicable vesting dates. |
| 2. On February 8, 2024, the reporting person was granted a performance-based option to purchase 87,500 shares of common stock. On January 31, 2025, the Committee determined that the performance criteria governing 91.8% of the grant had been achieved, resulting in 80,325 shares of common stock remaining subject to the option. The option vests: (i) as to 25% of the shares of common stock subject to the option, on February 8, 2025; and (ii) as to the remaining 75% of the shares of common stock subject to the option, quarterly in equal installments over 36 months from February 8, 2025, subject to continued employment with Calix through the applicable vesting dates. |
| 3. The option vests: (i) as to 25% of the shares of common stock subject to the option, on January 31, 2026; and (ii) as to the remaining 75% of the shares of common stock subject to the option, quarterly in equal installments over 36 months from January 31, 2026, subject to continued employment with Calix through the applicable vesting dates. |
| Remarks: |
| /s/ Tom Gemetti as Attorney-in-Fact for Michael Weening | 02/04/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
