Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule13d-102)
Information to be Included in Statements Filed Pursuant
to §240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to §240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)*
Calix, Inc.
(Name of Issuer)
Common Stock, $0.025 par value
(Title of Class of Securities)
13100M509
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 13100M509 | Schedule 13G | Page 1 of 10 Pages |
| 1 | Names of Reporting Persons
Carl Russo | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
5,987,569 | ||||
| 6 | Shared Voting Power
560,286 | |||||
| 7 | Sole Dispositive Power
5,987,569 | |||||
| 8 | Shared Dispositive Power
560,286 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,547,855 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
12.3% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 13100M509 | Schedule 13G | Page 2 of 10 Pages |
| 1 | Names of Reporting Persons
The Crescentico Trust | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
California | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
2,239,188 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
2,239,188 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,239,188 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
4.2% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 13100M509 | Schedule 13G | Page 3 of 10 Pages |
| 1 | Names of Reporting Persons
Equanimous Investments | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
California | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
275,633 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
275,633 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
275,633 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.5% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 13100M509 | Schedule 13G | Page 4 of 10 Pages |
| 1 | Names of Reporting Persons
Calgrat Partners, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
California | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
284,653 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
284,653 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
284,653 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.5% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 13100M509 | Schedule 13G | Page 5 of 10 Pages |
| 1 | Names of Reporting Persons
Tim Pasquinelli | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
560,286 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
560,286 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
560,286 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
1.1% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 13100M509 | Schedule 13G | Page 6 of 10 Pages |
ITEM 1. (a) Name of Issuer:
Calix, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
2777 Orchard Parkway
San Jose, California, 95134
ITEM 2. (a) Name of Person Filing:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
| (i) | Carl Russo |
| (ii) | The Crescentico Trust |
| (iii) | Equanimous Investments |
| (iv) | Calgrat Partners, L.P. |
| (v) | Tim Pasquinelli |
| (b) | Address of Principal Business Office: |
The address for each of the Reporting Persons is 1960 The Alameda, Suite 150, San Jose, California 95126.
| (c) | Citizenship of each Reporting Person is: |
Mr. Russo and Mr. Pasquinelli are citizens of the United States of America. Each of the other Reporting Persons is organized in the state of California.
| (d) | Title of Class of Securities: |
Common Stock, $0.025 par value (“Common Stock”)
| (e) | CUSIP Number: |
13100M509
ITEM 3.
Not applicable.
| CUSIP No. 13100M509 | Schedule 13G | Page 7 of 10 Pages |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of shares of Common Stock as of December 31, 2018, based upon 53,130,167 shares of Common Stock outstanding as of November 1, 2018, as set forth in the Quarterly Report onForm 10-Q filed November 5, 2018.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
Carl Russo | 6,547,855 | 12.3 | % | 5,987,569 | 560,286 | 5,987,569 | 560,286 | |||||||||||||||||
The Crescentico Trust | 2,239,188 | 4.2 | % | 2,239,188 | 0 | 2,239,188 | 0 | |||||||||||||||||
Equanimous Investments | 275,633 | 0.5 | % | 0 | 275,633 | 0 | 275,633 | |||||||||||||||||
Calgrat Partners, L.P. | 284,653 | 0.5 | % | 0 | 284,653 | 0 | 284,653 | |||||||||||||||||
Tim Pasquinelli | 560,286 | 1.1 | % | 0 | 560,286 | 0 | 560,286 | |||||||||||||||||
The ownership information reported above includes (i) 3,328,381 shares held directly by Mr. Russo, (ii) 420,000 shares which may be acquired by Mr. Russo within 60 days of December 31, 2018 upon exercise of stock options, (iii) 2,239,188 shares held by the Crescentico Trust, (iv) 275,633 shares held by Equanimous Investments, and (v) 284,653 shares held by Calgrat Partners, L.P.
Mr. Russo is the trustee of the Crescentico Trust. Mr. Russo and Mr. Pasquinelli are the managing members of Equanimous Investments. Mr. Pasquinelli is the managing partner of Calgrat Partners, L.P. As such, Mr. Russo and Mr. Pasquinelli may be deemed to share beneficial ownership of the shares of Common Stock held by Equanimous Investments and Calgrat Partners, L.P. Mr. Russo and Mr. Pasquinelli each disclaim beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| CUSIP No. 13100M509 | Schedule 13G | Page 8 of 10 Pages |
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable
| CUSIP No. 13100M509 | Schedule 13G | Page 9 of 10 Pages |
SIGNATURE
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.
Date: February 14, 2019
| CARL RUSSO |
| /s/ Carl Russo |
| Carl Russo |
| The Crescentico Trust | ||
| By: | /s/ Carl Russo | |
| Name: Carl Russo | ||
| Title: Trustee | ||
| EQUANIMOUS INVESTMENTS | ||
| By: | /s/ Tim Pasquinelli | |
| Name: Tim Pasquinelli | ||
| Title: a Managing Member | ||
| CALGRAT PARTNERS, L.P. | ||
| By: | /s/ Tim Pasquinelli | |
| Name: Tim Pasquinelli | ||
| Title: Managing Partner | ||
| TIM PASQUINELLI |
| /s/ Tim Pasquinelli |
| Tim Pasquinelli |
| CUSIP No. 13100M509 | Schedule 13G | Page 10 of 10 Pages |
LIST OF EXHIBITS
Exhibit No. | Description | |
| A | Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G/A (Amendment No. 2) filed by the Reporting Persons on February 14, 2018). | |
