SEC FORM 4

SEC Form 4

FORM 4

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

1. Name and Address of Reporting Person^*

NEA PARTNERS 10 L P

(Last)

(First)

(Middle)

1119 ST. PAUL STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZTI MERGER SUBSIDIARY III INC [ ZTI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2003

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

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/13/2003		C		537,500	A	$4	537,500	I	See Note 1 ^{( 1 )}
Common Stock	11/13/2003		C		1,278,732	A	$2.0238	1,278,732	I	See Note 1 ^{( 1 )}
Common Stock	11/13/2003		U		1,816,232	D ^{( 2 )}	$0	0	I	See Note 1 ^{( 1 )}

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series AA Preferred	$4	11/13/2003		C			537,500	08/08/1988 ^{( 3 )}	08/08/1988 ^{( 3 )}	Common Stock	537,500	$4	0	I	See Note 1 ^{( 1 )}
Series B Preferred	$2.0238	11/13/2003		C			1,278,732	08/08/1988 ^{( 3 )}	08/08/1988 ^{( 3 )}	Common Stock	1,278,732	$2.0238	0	I	See Note 1 ^{( 1 )}

Explanation of Responses:

1. The Reporting Person is the general partner of New Enterprise Associates 8A, Limited Partnership ("NEA 8A"). The Reporting Person disclaims beneficial ownership, within the meaning of the Securities Exchange Act of 1934, as amended, or otherwise, of such portion of the NEA 8A shares in which the reporting person has no actual pecuniary interest.

2. The Reporting Person previously indirectly held through New Enterprise Associates 8A, Limited Partnership 537,500 shares of Zhone Series AA preferred stock and 1,278,732 shares of Zhone Series B preferred stock. Such Series AA preferred stock and such Series B preferred stock were converted into 537,500 shares and 1,278,732 shares, respectively, of Zhone common stock prior to the consummation of the merger effected pursuant to a merger agreement (the "Merger Agreement") between Zhone Technologies, Inc. ("Zhone") and Tellium, Inc., which subsequently changed its named to Zhone Technologies, Inc. ("Tellium"). Pursuant to the Merger Agreement, such shares of Zhone common stock were disposed of in exchange for 853,683 shares of Tellium common stock. On the effective date of the merger, there was no market for Zhone's common stock, and the closing price of Tellium's common stock was $1.69 per share (as reported on the Nasdaq SmallCap Market).

3. Not applicable.

	Louis S. Citron, attorney-in-fact	11/18/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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