FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BANATAO DIOSDADO P
2. Issuer Name and Ticker or Trading Symbol

IKANOS COMMUNICATIONS, INC. [ IKAN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O TALLWOOD VENTURE CAPITAL, 3000 SAND HILL ROAD, BLDG 3, STE 240
3. Date of Earliest Transaction (MM/DD/YYYY)

9/28/2015
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   9/28/2015     U    9013   D   (1) 0   D    
Common Stock   9/28/2015     U    200000   D   (1) 0   I   See Footnotes   (2)
Common Stock   9/28/2015     U    8449449   D   (1) 0   I   See Footnotes   (3) (4) (5) (6) (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Director Stock Option (right to buy)   $1.84   9/28/2015     D         5000      (8) 5/28/2022   Common Stock   5000.0     (8) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 5, 2015, among the Issuer, Qualcomm Atheros, Inc. ("Parent"), and King Acquisition Co., a wholly-owned subsidiary of Parent ("Merger Sub") in exchange for cash consideration of $2.75 per share, without interest (less any applicable withholding taxes). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
( 2)  Tallwood Partners, LLC ("Partners") is the direct owner of the shares reported. The Banatao Living Trust DTD 7/21/99 ("Trust") is the managing partner of Partners. The Reporting Person, as a trustee of the Banatao Living Trust DTD 7/21/99, directly or indirectly, holds 100% of the membership interests in Tallwood Partners, LLC, and holds shared voting and dispositive power over the securities held by this entity, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. 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, the Reporting Person is the beneficial owner of these shares.
( 3)  Tallwood III Annex, L.P. ("Tallwood III Annex") Tallwood III, L.P. ("Tallwood III"), Tallwood III Partners, L.P. ("Tallwood III Partners"), Tallwood III Associates, L.P. ("Tallwood III Associates" and, together with Tallwood III Annex, Tallwood III and Tallwood III Partners, the "Tallwood Funds") directly own 1,818,789, 5,845,193, 740,180 and 45,287 shares of Common Stock of the Company, respectively. (Continued in Footnote 4.)
( 4)  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. (Continued in Footnote 5.)
( 5)  The Reporting Person is a managing member of Tallwood Management and Tallwood Annex Management and may be deemed to share voting and dispositive power with respect to the shares owned by the Tallwood Funds, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. 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, that the Reporting Person is the beneficial owner of these shares.
( 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, that the Reporting Person is the beneficial owner of these securities.
( 8)  This Director Stock Option, which provided for vesting in 12 equal monthly installments beginning on May 28, 2015, was cancelled on the effective date of the Merger in exchange for a cash payment representing the difference between the exercise price of such stock option and $2.75 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BANATAO DIOSDADO P
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, STE 240
MENLO PARK, CA 94025
X X


Signatures
/s/ Andrew S. Hughes, by power of attorney 9/29/2015
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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