Polycom (PLCM) Form 4 POLYCOM / Michael Frendo 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^*

Frendo Michael

(Last) (First) (Middle)

6001 AMERICA CENTER DR.

(Street)

SAN JOSE CA 95002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
POLYCOM INC [ PLCM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Engineering

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2015

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	05/13/2015		M		55,031	A	$0	56,474(1)	D
Common Stock	05/13/2015		F		20,681(2)	D	$13.33	35,793	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
Restricted Stock Units	$0	05/13/2015		M			24,350	(3)	(3)	Common Stock	24,350	$0	48,702	D
Performance Shares	$0	05/13/2015		M			30,681	(4)	(4)	Common Stock	30,681	$0	48,702	D

Explanation of Responses:

1. Securities Beneficially Owned reflects shares acquired pursuant to issuer's Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3.

2. This transaction represents an automatic withholding of shares by Polycom equal in current market value to the total required tax withholding due upon vesting.

3. Restricted Stock Units are converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting, which vesting for 24,350 shares occurred on May 13, 2015. The remaining 48,702 shares underlying the award are scheduled to vest as to 24,351shares on May 13, 2016, and 24,351shares on May 13, 2017.

4. These Performance Shares awarded on May 13, 2014 were converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting, which occurred on May 13, 2015. The unvested award previously reported was at the target award level. The remaining 48,702 shares underlying the award are scheduled to vest as to 24,351 shares on May 13, 2016, and 24,351shares on May 13, 2017, or if later, the date the Compensation Committee certifies achievement of performance criteria for Total Shareholder Return for the remaining performance periods. Vesting of the remaining award depends on future performance and may range from 0% to 150% of the target amount.

Remarks:

	/s/ Laura M. Balma, Attorney-in-Fact for Michael Frendo	05/15/2015
	** 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).
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