| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ARRIS GROUP INC [ ARRS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/04/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 01/04/2016 | D | 72,498 | D | $0 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 (P) 150330(1)(2) | $0 | 01/04/2016 | D | 48,140 | (3) | (4) | Common Stock | 48,140 | $0 | 0 | D | ||||
| Restricted stock (T) 150330(1)(2) | $0 | 01/04/2016 | D | 18,052 | (5) | (4) | Common Stock | 18,052 | $0 | 0 | D | ||||
| Restricted stock (T) 130329(1)(2) | $0 | 01/04/2016 | D | 5,678 | (5) | (4) | Common Stock | 5,678 | $0 | 0 | D | ||||
| Restricted stock (P) 140327(1)(2) | $0 | 01/04/2016 | D | 50,760 | (3) | (4) | Common Stock | 50,760 | $0 | 0 | D | ||||
| Restricted stock (T) 140327(1)(2) | $0 | 01/04/2016 | D | 12,690 | (5) | (4) | Common Stock | 12,690 | $0 | 0 | D | ||||
| Restricted stock (T) 130712(1)(2) | $0 | 01/04/2016 | D | 15,650 | (5) | (4) | Common Stock | 15,650 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. On 4 January 2016, ARRIS Group, Inc. ("ARRIS") and Pace plc ("Pace") consummated a transaction (the "Combination") pursuant to which each of ARRIS and Pace was acquired by a new English holding company, ARRIS International plc ("New ARRIS"). Under the terms of the Combination (a) New ARRIS acquired Pace pursuant to a scheme of arrangement under UK law and (b) a newly formed subsidiary of New ARRIS merged with and into ARRIS, with ARRIS as the surviving corporation in the merger (the "Merger") and an indirect wholly-owned subsidiary of New ARRIS. At the effective time of the Merger, each ARRIS common share was cancelled and converted into the right to receive one New ARRIS ordinary share. The number here represents shares of ARRIS disposed of pursuant to the Merger. |
| 2. This restricted stock award grant was previously reported on Table I. After further analysis, it was determined that reporting this holding on Table II more accurately reflected the type and intent of the award grant. |
| 3. 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. |
| 4. This restricted stock grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule. |
| 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 | 01/06/2016 | |
| ** 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). | ||
| 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 Number. | ||
