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BRCD Brocade Communications Systems, Inc.

12.73
0.00 (0.00%)
Pre Market
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Brocade Communications Systems, Inc. NASDAQ:BRCD NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 12.73 12.55 12.73 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

21/11/2017 11:46pm

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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

GERDELMAN JOHN W
2. Issuer Name and Ticker or Trading Symbol

BROCADE COMMUNICATIONS SYSTEMS INC [ BRCD ]
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)

130 HOLGER WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

11/17/2017
(Street)

SAN JOSE, CA 95134
(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   11/17/2017     D    229285   D $12.75   (1) 0   D    

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
Non-Qualified Stock Option (right to buy)   $6.84   11/17/2017   11/17/2017   D         20000      (2)   (2) Common Stock   20000   $0.00   0   (2) D    
Non-Qualified Stock Option (right to buy)   $5.70   11/17/2017   11/17/2017   D         20000      (2)   (2) Common Stock   20000   $0.00   0   (2) D    
Non-Qualified Stock Option (right to buy)   $5.545   11/17/2017   11/17/2017   D         20000      (2)   (2) Common Stock   20000   $0.00   0   (2) D    
Restricted Stock Unit     (3) 11/17/2017   11/17/2017   D         16013      (4)   (4) Common Stock   16013   $0.00   0   (4) D    

Explanation of Responses:
(1)  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.
(2)  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.
(3)  Each restricted stock unit represents a contingent right to receive one share of Company common stock.
(4)  Pursuant to the terms of the Merger Agreement 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GERDELMAN JOHN W
130 HOLGER WAY
SAN JOSE, CA 95134
X



Signatures
/s/ Jean Furter, Attorney-in-fact for John W. Gerdelman 11/21/2017
** 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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