Sec Form 13G Filing - Russo Carl filing for CALIX INC (CALX) - 2020-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-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. 9)*

Calix, Inc.
(Name of Issuer)

Common Stock, $0.025 par value
(Title of Class of Securities)
 
13100M509
(CUSIP Number)
December 31, 2019
(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 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  

   11.8% 
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 

   4.0% 
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 

   1.0% 
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)   &#x A0;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, 2019, based upon 55,489,386 shares of Common Stock outstanding as of October 18, 2019, as set forth in the Quarterly Report on Form 10-Q filed October 24, 2019.

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 to dispose or to direct the disposition
of:
Shared
power to
dispose or
to direct
the
disposition
of:
Carl Russo
6,547,855
11.8
%
5,987,569
560,286
5,987,569
560,286
The Crescentico Trust
2,239,188
4.0
%
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
1.0
%
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, 2019 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, 2020

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).