Brocade Communications Systems (BRCD) Form 4 BROCADE COMMUNICATIONS SYSTEMS / LLOYD CARNEY ownership change

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
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^*

CARNEY LLOYD

(Last) (First) (Middle)

130 HOLGER WAY

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2016

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	12/13/2016		M		172,867	A	$5.66	731,284	D
Common Stock	12/13/2016		S		128,824(1)	D	$12.392(2)	602,460	D
Common Stock	12/14/2016		M		693,829	A	$5.66	1,296,289	D
Common Stock	12/14/2016		S		520,485(1)	D	$12.4043(3)	775,804	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
Non-Qualified Stock Option (right to buy)	$5.66	12/13/2016		M			172,867	(4)	01/16/2020	Common Stock	172,867	$0	2,227,133	D
Non-Qualified Stock Option (right to buy)	$5.66	12/14/2016		M			693,829	(4)	01/16/2020	Common Stock	693,829	$0	1,533,304	D

Explanation of Responses:

1. Shares sold for payment of exercise price and tax withholding liability pursuant to terms of the option agreement.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.385 to $12.40, inclusive. The reporting person undertakes to provide Brocade Communications Systems, Inc., any security holder of Brocade Communications Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.40 to $12.41, inclusive. The reporting person undertakes to provide Brocade Communications Systems, Inc., any security holder of Brocade Communications Systems, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. The Options shall vest as to 25% of the shares on January 14, 2014 and 1/48 of the shares will vest each month thereafter.

Remarks:

	/s/ Jean Furter, Attorney-in-fact for Lloyd Carney	12/14/2016
	** 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).
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