UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1) *
| Calix, Inc. |
(Name of Issuer)
| Common Stock |
(Title of Class of Securities)
| 13100M509 |
(CUSIP Number)
| December 31, 2011 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-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 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 AMENDMENT NO. 1 | Page 2 of 12 |
| 1. |
Name of Reporting Person
Carl Russo | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
5,526,508 (1) | ||||
| 6. | Shared Voting Power
349,391(2) | |||||
| 7. | Sole Dispositive Power
5,526,508 (1) | |||||
| 8. | Shared Dispositive Power
349,391(2) | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,875,899 | |||||
| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
12.28% (3) | |||||
| 12. |
Type of Reporting Person
IN | |||||
| (1) | Includes 3,262,320 shares of common stock and 25,000 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of December 31, 2011 held by Carl Russo and 2,239,188 shares held by The Crescentico Trust, Carl Russo, Trustee. |
| (2) | Includes 275,633 shares held by Equanimous Investments and 73,758 shares held by Calgrat Partners, L.P. The managing members of Equanimous Investments are Carl Russo and Tim Pasquinelli. The managing partner of Calgrat Partners, L.P. is Tim Pasquinelli. These individuals may be deemed to have shared voting and investment power over the shares held by Equanimous Investments and Calgrat Partners, L.P., as applicable. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (3) | The percentages reported in this Schedule 13G are based upon 47,853,750 shares of Common Stock outstanding as of February 15, 2012 (according to the Form 10-K filed by the issuer on February 24, 2012). |
| CUSIP NO. 13100M509 | SCHEDULE 13G AMENDMENT NO. 1 | Page 3 of 12 |
| 1. |
Name of Reporting Person
The Crescentico Trust | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
California | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
2,239,188 (4) | ||||
| 6. | Shared Voting Power
| |||||
| 7. | Sole Dispositive Power
2,239,188 (4) | |||||
| 8. | Shared Dispositive Power
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,239,188 | |||||
| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
4.68% | |||||
| 12. |
Type of Reporting Person
OO | |||||
| (4) | Carl Russo is the trustee of The Crescentico Trust. |
| CUSIP NO. 13100M509 | SCHEDULE 13G AMENDMENT NO. 1 | Page 4 of 12 |
| 1. |
Name of Reporting Person
Equanimous Investments | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
California | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
275,633 (5) | ||||
| 6. | Shared Voting Power
| |||||
| 7. | Sole Dispositive Power
275,633 (5) | |||||
| 8. | Shared Dispositive Power
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
275,633 | |||||
| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
0.58% | |||||
| 12. |
Type of Reporting Person
OO | |||||
| (5) | The managing members of Equanimous Investments are Carl Russo and Tim Pasquinelli. These individuals may be deemed to have shared voting power and investment power over the shares held by Equanimous Investments. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| CUSIP NO. 13100M509 | SCHEDULE 13G AMENDMENT NO. 1 | Page 5 of 12 |
| 1. |
Name of Reporting Person
Calgrat Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
California | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
73,758 (6) | ||||
| 6. | Shared Voting Power
| |||||
| 7. | Sole Dispositive Power
73,758 (6) | |||||
| 8. | Shared Dispositive Power
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
73,758 | |||||
| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
0.15% | |||||
| 12. |
Type of Reporting Person
PN | |||||
| (6) | The managing partner of Calgrat Partners, L.P. is Tim Pasquinelli. Mr. Pasquinelli may be deemed to have shared voting and investment power over the shares held by Calgrat Partners, L.P. Mr. Pasquinelli disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| CUSIP NO. 13100M509 | SCHEDULE 13G AMENDMENT NO. 1 | Page 6 of 12 |
| 1. |
Name of Reporting Person
Tim Pasquinelli | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
349,391 (7) | ||||
| 6. | Shared Voting Power
| |||||
| 7. | Sole Dispositive Power
349,391 (7) | |||||
| 8. | Shared Dispositive Power
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
349,391 | |||||
| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
0.73% | |||||
| 12. |
Type of Reporting Person
IN | |||||
| (7) | Includes 275,633 shares held by Equanimous Investments and 73,758 shares held by Calgrat Partners, L.P. The managing members of Equanimous Investments are Carl Russo and Tim Pasquinelli. The managing partner of Calgrat Partners, L.P. is Tim Pasquinelli. These individuals may be deemed to have shared voting and investment power over the shares held by Equanimous Investments and Calgrat Partners, L.P., as applicable. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| CUSIP NO. 13100M509 | SCHEDULE 13G AMENDMENT NO. 1 | Page 7 of 12 |
| Item 1(a). | Name of Issuer |
Calix, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
1035 N. McDowell Blvd
Petaluma, CA 94954
| Item 2(a). | Name of Person Filing |
| (i) | Carl Russo |
| (ii) | The Crescentico Trust, Carl Russo, Trustee |
| (iii) | Equanimous Investments |
| (iv) | Calgrat Partners, L.P. |
| (v) | Tim Pasquinelli |
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
1960 The Alameda #150
San Jose, California 95126
| Item 2(c). | Citizenship |
| The Crescentico Trust, Carl Russo, Trustee | California | |
| Equanimous Investments | California | |
| Calgrat Partners, L.P. | California | |
| Carl Russo | United States of America | |
| Tim Pasquinelli | United States of America |
| Item 2(d). | Title of Class of Securities |
Common Stock
| Item 2(e). | CUSIP Number |
13100M509
| CUSIP NO. 13100M509 | SCHEDULE 13G AMENDMENT NO. 1 | Page 8 of 12 |
| Item 3. | Not Applicable |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
See Row 9 for each Reporting Person.
(b) Percent of class:
See Row 11 for each Reporting Person.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 for each Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| CUSIP NO. 13100M509 | SCHEDULE 13G AMENDMENT NO. 1 | Page 9 of 12 |
| 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.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certifications |
Not Applicable.
| CUSIP NO. 13100M509 | SCHEDULE 13G AMENDMENT NO. 1 | Page 10 of 12 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: April 3, 2012
| THE CRESCENTICO TRUST, CARL RUSSO, TRUSTEE | ||
| By: | /s/ Carl Russo | |
| Carl Russo, Trustee | ||
| EQUANIMOUS INVESTMENTS | ||
| By: | /s/ Tim Pasquinelli | |
| Tim Pasquinelli, a managing member | ||
| CALGRAT PARTNERS, L.P. | ||
| By: | /s/ Tim Pasquinelli | |
| Tim Pasquinelli, Managing Partner | ||
| CARL RUSSO | ||
| By: | /s/ Carl Russo | |
| CUSIP NO. 13100M509 | SCHEDULE 13G AMENDMENT NO. 1 | Page 11 of 12 |
EXHIBIT INDEX
| Exhibit A: | Agreement of Joint Filing |
| CUSIP NO. 13100M509 | SCHEDULE 13G AMENDMENT NO. 1 | Page 12 of 12 |
EXHIBIT A
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Calix, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED as of this 3rd day of April, 2012.
| THE CRESCENTICO TRUST, CARL RUSSO, TRUSTEE | ||
| By: | /s/ Carl Russo | |
| Carl Russo, Trustee | ||
| EQUANIMOUS INVESTMENTS | ||
| By: | /s/ Tim Pasquinelli | |
| Tim Pasquinelli, a managing member | ||
| CALGRAT PARTNERS, L.P. | ||
| By: | /s/ Tim Pasquinelli | |
| Tim Pasquinelli, Managing Partner | ||
| CARL RUSSO | ||
| By: | /s/ Carl Russo | |