Statement of Changes in Beneficial Ownership (4)
November 21 2017 - 5:23PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
CHENG KEN
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2. Issuer Name
and
Ticker or Trading Symbol
BROCADE COMMUNICATIONS SYSTEMS INC
[
BRCD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CTO and SVP, Corporate Develop
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(Last)
(First)
(Middle)
130 HOLGER WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2017
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(Street)
SAN JOSE, CA 95134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/17/2017
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11/17/2017
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D
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91516
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D
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$12.75
(1)
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0
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D
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Common Stock
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11/17/2017
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11/17/2017
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D
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225727
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D
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$12.75
(1)
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0
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I
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By Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$8.59
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11/17/2017
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11/17/2017
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D
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85000
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(2)
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(2)
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Common Stock
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85000
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$0.00
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0
(2)
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D
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Non-Qualified Stock Option (right to buy)
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$10.89
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11/17/2017
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11/17/2017
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D
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70000
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(3)
(4)
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(3)
(4)
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Common Stock
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70000
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$0.00
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0
(3)
(4)
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D
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Restricted Stock Unit
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(5)
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11/17/2017
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11/17/2017
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D
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18333
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(6)
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(6)
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Common Stock
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18333
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$0.00
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0
(6)
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D
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Restricted Stock Unit (Performance Based)
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(5)
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11/17/2017
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11/17/2017
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D
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27500
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(6)
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(6)
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Common Stock
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27500
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$0.00
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0
(6)
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D
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Restricted Stock Unit
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(5)
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11/17/2017
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11/17/2017
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D
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56155
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(6)
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(6)
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Common Stock
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56155
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$0.00
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0
(6)
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D
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Restricted Stock Unit (Performance Based)
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(5)
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11/17/2017
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11/17/2017
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D
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100535
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(6)
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(6)
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Common Stock
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100535
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$0.00
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0
(6)
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D
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Restricted Stock Unit (Performance Based)
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(5)
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11/20/2017
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11/20/2017
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A
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23525
(7)
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(7)
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(7)
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Common Stock
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23525
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$0.00
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23525
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D
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Restricted Stock Unit (Performance Based)
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(5)
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11/20/2017
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11/20/2017
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D
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23525
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(6)
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(6)
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Common Stock
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23525
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$0.00
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0
(6)
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D
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Explanation of Responses:
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(1)
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Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 2, 2016 (the "Merger Agreement"), by and among Brocade Communications Systems, Inc. (the "Company"), Broadcom Limited, a limited company organized under the laws of the Republic of Singapore ("Ultimate Parent"), Broadcom Corporation, a California corporation and an indirect subsidiary of Ultimate Parent, and Bobcat Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), as assigned by Broadcom Corporation to LSI Corporation, a Delaware corporation ("Parent"), on November 17, 2017, Merger Sub merged with and into the Company (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $12.75 per share, without interest.
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(2)
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Pursuant to the terms of the Merger Agreement and in connection with the Merger, this stock option was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by the excess of $12.75 over the exercise price per share of such award.
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(3)
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Pursuant to the terms of the Merger Agreement and in connection with the Merger, the portion of this stock option that was outstanding and vested as of immediately prior to the consummation of the Merger, which covered 52,500 shares of Company common stock, was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such portion multiplied by the excess of $12.75 over the exercise price per share of such award.
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(4)
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Pursuant to the terms of the Merger Agreement and the terms of a Change of Control Agreement Acknowledgement between the Reporting Person and Ultimate Parent (the "CoC Acknowledgment"), the remaining portion of this stock option, which covered 17,500 shares of Company common stock, was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by the excess of $12.75 over the exercise price per share of such award, subject to the terms and conditions of the CoC Acknowledgment.
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(5)
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Each restricted stock unit represents a contingent right to receive one share of Company common stock.
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(6)
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Pursuant to the terms of the Merger Agreement and the terms of the CoC Acknowledgment and in connection with the Merger, this restricted stock unit award was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by $12.75, subject to the terms and conditions of the CoC Acknowledgment.
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(7)
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This performance-based restricted stock unit award was granted subject to achievement of certain performance objectives. The performance period for the award commenced on November 1, 2016 and ended coincident with the closing of the Merger on November 17, 2017, with vesting subject to approval of the performance calculation by the Company's Board of Directors or a committee thereof. This approval was obtained on November 20, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CHENG KEN
130 HOLGER WAY
SAN JOSE, CA 95134
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CTO and SVP, Corporate Develop
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Signatures
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/s/ Jean Furter, Attorney-in-fact for Ken Cheng
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11/21/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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