Sec Form 4 Filing - COULTER JAMES G @ ZHONE TECHNOLOGIES INC - 2008-11-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person COULTER JAMES G 2. Issuer Name and Ticker or Trading Symbol ZHONE TECHNOLOGIES INC [ ZHNE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TPG CAPITAL, L.P., 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 11/17/2008 (Street) FORTH WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 3.24 11/17/2008 D 30,000 ( 2 ) 05/19/2014 Common Stock 30,000 ( 1 ) 80,000 D Stock Option (Right to Buy) $ 2.48 11/17/2008 D 30,000 ( 2 ) 05/12/2015 Common Stock 30,000 ( 1 ) 50,000 D Stock Option (Right to Buy) $ 2.1 11/17/2008 D 50,000 ( 2 ) 05/17/2016 Common Stock 50,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 0.1 11/17/2008 A 110,000 ( 3 ) 11/17/2015 Common Stock 110,000 ( 1 ) 110,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COULTER JAMES G C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORTH WORTH, TX76102 X Signatures Clive D. Bode on behalf of James G. Coulter (4) 11/19/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to its Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated October 17, 2008, upon expiration of the offer to exchange on November 17, 2008, Zhone Technologies, Inc. (the "Issuer") accepted for exchange the previously granted stock options reported herein with an exercise price per share equal to or greater than $0.35 that were tendered for cancellation and exchange for the grant on a one-for-one basis of the new stock options reported herein, issued under the Zhone Technologies, Inc. 2001 Amended and Restated Stock Incentive Plan, as amended (the "2001 A&R Stock Incentive Plan"). ( 2 )The stock options, granted on May 19, 2004, May 12, 2005 and May 17, 2006, respectively, for service by James G. Coulter on the board of directors of the Issuer pursuant to the Zhone Technologies, Inc. 2001 Stock Incentive Plan, as amended (or in the case of the May 17, 2006 grant, pursuant to the 2001 A&R Stock Incentive Plan), would have vested and become exercisable in 48 equal monthly installments over a 4-year period, commencing the first month after the date of grant, respectively. ( 3 )The stock option will vest and become exercisable in 48 equal monthly installments over a 4-year period beginning on December 17, 2008.

Remarks: (4) Clive D. Bode is signing on behalf of Mr. Coulter pursuant to anauthorization and designation letter dated August 31, 2006, which was previously filedwith the Securities and Exchange Commission.

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).

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