Statement of Changes in Beneficial Ownership (4)

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 * Constanti Charles	2. Issuer Name and Ticker or Trading Symbol PROCERA NETWORKS, INC. [ PKT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) C/O PROCERA NETWORKS, INC., 47448 FREMONT BLVD.	3. Date of Earliest Transaction (MM/DD/YYYY) 6/4/2015
(Street) FREMONT, CA 94538 (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	6/4/2015		U		27201	D	(1)	0	D
Common Stock	6/5/2015		D		10000	D	(2)	0	D
Common Stock	6/5/2015		D		15417	D	(3)	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
Stock Option (Right to Buy)	$6.90	6/5/2015		D   (4)			60000	(5)	5/21/2019	Common Stock	60000	$0.00	0	D
Stock Option (Right to Buy)	$20.25	6/5/2015		D   (6)			40000	(5)	12/3/2022	Common Stock	40000	$0.00	0	D
Stock Option (Right to Buy)	$14.59	6/5/2015		D   (6)			16000	(5)	12/3/2023	Common Stock	16000	$0.00	0	D
Stock Option (Right to Buy)	$6.77	6/5/2015		D   (4)			37500	(5)	12/2/2024	Common Stock	37500	$0.00	0	D

Explanation of Responses:
( 1)	The Reporting Person tendered the shares in exchange for $11.50 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes, in the tender offer made pursuant to the Agreement and Plan of Merger, dated April 21, 2015, by and among the Issuer, KDR Holding, Inc. and KDR Acquisition, Inc. (the "Merger Agreement").
( 2)	Consists of 10,000 shares subject to a restricted stock award that were unvested as of the effective time of the merger contemplated by the Merger Agreement (the "Effective Time"), which were canceled pursuant to the Merger Agreement in exchange for $11.50 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes.
( 3)	Consists of shares subject to restricted stock unit award agreements that were unvested as of the Effective Time and were canceled for no consideration at the Effective Time pursuant to the Merger Agreement.
( 4)	This option was canceled pursuant to the terms of the Merger Agreement and converted into an amount in cash equal to the product of (a) the excess of $11.50 over the exercise price of this option, and (b) the number of vested shares subject to this option. Unvested shares subject to this option were canceled for no consideration pursuant to the terms of the Merger Agreement.
( 5)	The shares subject to this option vest over a four year period, with 25% of the shares subject to this option vesting on the first anniversary of the grant date and the balance vesting in 36 equal consecutive monthly installments thereafter.
( 6)	This option was canceled for no consideration pursuant to the terms of the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Constanti Charles C/O PROCERA NETWORKS, INC. 47448 FREMONT BLVD. FREMONT, CA 94538			Chief Financial Officer

Signatures
/s/ Jeffrey Hartlin, as Attorney-in-Fact		6/5/2015
** 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.
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