SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

TALLWOOD III L P

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

400 HAMILTON AVENUE, SUITE 230

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/24/2009

3. Issuer Name and Ticker or Trading Symbol
IKANOS COMMUNICATIONS [ IKAN ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,074,743	D⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	1,275,771	D⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	78,057	D⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	12,571,429	D⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant	08/24/2009	08/24/2014	Common Stock	3,274,291	$1.75	D⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Warrant	08/24/2009	08/24/2014	Common Stock	414,626	$1.75	D⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Warrant	08/24/2009	08/24/2014	Common Stock	25,369	$1.75	D⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Warrant	08/24/2009	08/24/2014	Common Stock	4,085,714	$1.75	D⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1	⁽⁴⁾	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

TALLWOOD III L P

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

400 HAMILTON AVENUE, SUITE 230

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TALLWOOD III PARTNERS L P

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

400 HAMILTON AVENUE, SUITE 230

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Tallwood III Associates LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

400 HAMILTON AVENUE, SUITE 230

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TALLWOOD III ANNEX LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

400 HAMILTON AVENUE, SUITE 230

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Tallwood III Management LLC

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

400 HAMILTON AVENUE, SUITE 230

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Tallwood III Annex Management LLC

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

400 HAMILTON AVENUE, SUITE 230

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Arzubi Luis

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

400 HAMILTON AVENUE, SUITE 230

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Tallwood III, L.P. ("Tallwood III"), Tallwood III Partners, L.P. ("Tallwood III Partners"), Tallwood III Associates, L.P. ("Tallwood III Associates") and Tallwood III Annex, L.P. ("Tallwood III Annex" and, together with Tallwood III, Tallwood III Partners and Tallwood III Associates, the "Tallwood Funds") directly own 10,074,743, 1,275,771, 78,057 and 12,571,429 shares of Common Stock of the Company, respectively. (Continued in Footnote 2).

2. Tallwood III Management, LLC ("Tallwood Management") is the general partner of Tallwood III, Tallwood III Partners and Tallwood III Associates. Tallwood III Annex Management, LLC ("Tallwood Annex Management") is the general partner of Tallwood III Annex. Tallwood Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III, Tallwood III Partners and Tallwood III Associates, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein. Tallwood Annex Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III Annex, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein.

3. Tallwood III, Tallwood III Partners, Tallwood III Associates and Tallwood III Annex directly own warrants to purchase 3,274,291, 414,626, 25,369 and 4,085,714 shares of Common Stock of the Company, respectively. Tallwood Management may be deemed to share voting and dispositive power with respect to the warrants owned by Tallwood III, Tallwood III Partners and Tallwood III Associates, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein. Tallwood Annex Management may be deemed to share voting and dispositive power with respect to the warrant owned by Tallwood III Annex, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein.

4. Tallwood III Partners is the direct owner of one (1) share of Series A Preferred Stock of the Company ("Voting Share"), which provides Tallwood III Partners certain voting rights with respect to election of members of the Board of Directors of the Company. The Voting Share may be redeemed at the option of the Company in certain circumstances as set forth in the Company's Certificate of Designation of Series A Preferred Stock (a "Redemption Event"). If for any reason the Company cannot redeemed the Voting Share following a Redemption Event, then the Voting Share will be automatically converted into one (1) share of the Company's Common Stock. Tallwood Management may be deemed to share voting power with respect to the Voting Share, but disclaim such beneficial ownership.

5. Messrs. Luis Arzubi, Diosdado Banatao and George Pavlov is each a general partner of the Tallwood Funds and a managing member of Tallwood Management and Tallwood Annex Management and may be deemed to share voting and dispositive power with respect to the securities owned by the Tallwood Funds, but disclaim such beneficial ownership except to the extent of each person's pecuniary interest therein.

6. The Tallwood Funds are parties to a stockholder agreement with respect to the securities of the Company, and as a result of which each such entity may be deemed to be a member of a group with respect to the securities of the Company owned by such entities. However, each Tallwood Fund disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.

7. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of the reporting persons is the beneficial owner of these securities.

	/s/ Nelson Yuen, as attorney-in-fact for Tallwood III Management, LLC as General Partner for Tallwood III, L.P.	08/26/2009
	/s/ Nelson Yuen, as attorney-in-fact for Tallwood III Management, LLC as General Partner for Tallwood III Partners, L.P.	08/26/2009
	/s/ Nelson Yuen, as attorney-in-fact for Tallwood III Management, LLC as General partner for Tallwood III Associates, L.P.	08/26/2009
	/s/ Nelson Yuen, as attorney-in-fact for Tallwood III Annex Management, LLC as General Partner for Tallwood III Annex, L.P.	08/26/2009
	/s/ Nelson Yuen, as attorney-in-fact for Tallwood III Management LLC	08/26/2009
	/s/ Nelson Yuen, as attorney-in-fact for Tallwood III Annex Management LLC	08/26/2009
	/s/ Nelson Yuen, as attorney-in-fact for Luis Arzubi.	08/26/2009
	** 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 5 (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.
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