Arris Form 4 ARRIS / Bruce William McClelland 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^*

McClelland Bruce William

(Last) (First) (Middle)

3871 LAKEFIELD DRIVE

(Street)

SUWANEE GA 30024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARRIS GROUP INC [ ARRS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRES, NETWORK AND CLOUD GROUP

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2015

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	12/24/2015		M		48,324(1)	A	$0	167,572	D
Restricted stock (P) 130329(2)	12/24/2015		F		21,784(3)	D	$29.41	23,646	D
Restricted stock (P) 130329(2)	12/24/2015		M		23,646(4)	D	$0	0	D
Restricted stock (T) 130329(5)	12/24/2015		F		2,724(3)	D	$29.41	8,633	D
Restricted stock (T) 130329(5)	12/24/2015		M		2,955(4)	D	$0	5,678	D
Restricted stock (T) 130712(5)	12/24/2015		F		8,068(3)	D	$29.41	25,577	D
Restricted stock (T) 130712(5)	12/24/2015		M		8,757(4)	D	$0	16,820	D
Restricted stock (P) 130712(2)	12/24/2015		F		2,786(3)	D	$29.41	3,024	D
Restricted stock (P) 130712(2)	12/24/2015		M		3,024(4)	D	$0	0	D
Restricted stock (T) 140327(5)	12/24/2015		F		2,609(3)	D	$29.41	13,707	D
Restricted stock (T) 140327(5)	12/24/2015		M		2,830(4)	D	$0	10,877	D
Restricted stock (T) 150330(5)	12/24/2015		F		2,474(3)	D	$29.41	18,161	D
Restricted stock (T) 150330(5)	12/24/2015		M		2,685(4)	D	$0	15,476	D
Restricted stock (T) 120328(5)	12/24/2015		F		4,079(3)	D	$29.41	163,493	D
Restricted stock (T) 120328(5)	12/24/2015		M		4,427(4)	D	$0	159,066	D
Restricted stock (P) 140327(1)								43,510	D
Restricted stock (P) 150330(2)								41,270	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

Explanation of Responses:

1. In connection with the planned transaction between ARRIS Group, Inc. and Pace plc, pursuant to Section 4985 of the Code, an excise tax may be imposed on the ARRIS officers. To avoid the excise tax becoming due on such equity awards, the ARRIS board of directors approved the accelerated vesting of certain equity awards. The number here represents shares of ARRIS acquired pursuant to the accelerated vesting.

2. Represents a restricted stock grant that is performance-based and can vest between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period. Amount shown reflects maximum vesting of the award at the 200% level.

3. Represents shares withheld to cover payroll tax liability on vesting of previously granted restricted shares.

4. Represents the vested portion of award grant converting to common stock.

5. Represents a restricted stock grant which vests in four equal annual installments beginning one year from the grant date.

	/s/ Lawrence A. Margolis, Attorney-in-Fact	12/29/2015
	** Signature of Reporting Person	Date
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