Close

Form 4 RUCKUS WIRELESS INC For: May 27 Filed by: Maples Scott R.

May 27, 2016 4:40 PM EDT
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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
Maples Scott R.
(Last) (First) (Middle)
C/O RUCKUS WIRELESS, INC.
350 WEST JAVA DRIVE
(Street)
SUNNYVALE CA 94089
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RUCKUS WIRELESS INC [ RKUS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
V.P. Legal & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2016
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)
Code V Amount (A) or (D) Price
Common Stock 05/27/2016   D   61,960 D (1) 0 D  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 4.63 05/27/2016   D     166,800   (2) 03/22/2022 Common Stock 166,800 (2) 0 D  
Stock Option (Right to Buy) $ 5.71 05/27/2016   D     110,000   (3) 06/27/2022 Common Stock 110,000 (3) 0 D  
Stock Option (Right to Buy) $ 16.75 05/27/2016   D     20,000   (4) 09/30/2023 Common Stock 20,000 (4) 0 D  
Stock Option (Right to Buy) $ 13.47 05/27/2016   D     25,000   (5) 09/30/2024 Common Stock 25,000 (5) 0 D  
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger by and among Brocade Communications Systems, Inc. ("Brocade"), Stallion Merger Sub Inc. (a wholly owned subsidiary of Brocade) and Issuer, dated as of April 3, 2016 (the "Merger Agreement"), whereby (i) 15,085 shares of Issuer common stock were exchanged for the per share consideration equal to $6.45 in cash and 0.75 of a share of Brocade common stock, with any fractional shares being paid in cash as provided in the Merger Agreement; and (ii) 46,875 shares of Issuer common stock underlying Issuer restricted stock unit awards were canceled and replaced with a number of restricted stock units with respect to shares of Brocade common stock, rounded down to the nearest whole number of shares, equal to the product of (x) 46,875 and (y) the quotient obtained by dividing the Equity Award Cash Consideration (as defined in the Merger Agreement) by the Parent Stock Price (as defined in the Merger Agreement).
2. Disposed of pursuant to Section 3.11(a) of the Merger Agreement, whereby each Issuer vested in-the-money stock option was cancelled and exchanged for an amount in cash, less any applicable tax withholdings, equal to the product of (i) the number of Issuer shares subject to the Issuer vested in-the-money stock option, multiplied by (ii) the Equity Award Cash Consideration, less the per share exercise price of such Issuer vested in-the-money stock option
3. Disposed of pursuant to Section 3.11(a) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested in-the-money stock options with respect to 102,666 shares of Issuer common stock were cancelled and exchanged for an amount in cash, less any applicable tax withholdings, equal to the product of (x) 102,666 multiplied by (y) the Equity Award Cash Consideration (as defined in the Merger Agreement), less the per share exercise price of such Issuer vested in-the-money stock option; and (ii) Issuer unvested in-the-money stock options with respect to 7,334 shares of Issuer common stock were canceled and replaced with a number of restricted stock units with respect to shares of Brocade common stock, rounded down to the nearest whole number of shares, equal to the product of (x) 7,334 and (y) the quotient obtained by dividing the Equity Award Cash Consideration, less the per share exercise price of such Issuer unvested in-the-money stock option, by the Parent Stock Price.
4. Disposed of pursuant to Sections 3.11(i) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested out-of-the-money stock options with respect to 12,916 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value; and (ii) Issuer unvested out-of-the-money stock options with respect to 7,084 shares of Issuer common stock were canceled and replaced with a number of stock options to purchase shares of Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 7,084 multiplied by the Option Exchange Ratio (as defined in the Merger Agreement). The exercise price for the Replaced Options equals the per share exercise price of the Issuer stock option divided by the Option Exchange Ratio, rounded up to the nearest whole cent.
5. Disposed of pursuant to Sections 3.11(i) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested out-of-the-money stock options with respect to 9,895 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value; and (ii) Issuer unvested out-of-the-money stock options with respect to 15,105 shares of Issuer common stock were canceled and replaced with a number of stock options to purchase shares of Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 15,105 multiplied by the Option Exchange Ratio (as defined in the Merger Agreement). The exercise price for the Replaced Options equals the per share exercise price of the Issuer stock option divided by the Option Exchange Ratio, rounded up to the nearest whole cent.
/s/ Seamus Hennessy, as attorney in fact 05/27/2016
** 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 Number.

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/24/2024

1. TSLA
2. SPY
3. SPOT
4. GM
5. AMZN
6. SHW
7. AAPL
8. IBM
9. MINN
10. NVDA



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings