Procera Networks (PKT) Form 4 PROCERA NETWORKS / SCOTT MCCLENDON 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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X

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^*

MCCLENDON SCOTT

(Last) (First) (Middle)

C/O PROCERA NETWORKS, INC.

47448 FREMONT BLVD.

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROCERA NETWORKS, INC. [ PKT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2015

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	06/04/2015		U		34,556	D	(1)	0	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
NQ - Stock Option (Right to Buy)	$5.6	06/05/2015		D(2)			5,000	(3)	07/19/2016	Common Stock	5,000	$0.00	0	D
NQ - Stock Option (Right to Buy)	$24.3	06/05/2015		D(4)			2,500	(5)	10/17/2017	Common Stock	2,500	$0.00	0	D
NQ - Stock Option (Right to Buy)	$11.8	06/05/2015		D(4)			375	01/30/2008	01/30/2018	Common Stock	375	$0.00	0	D
NQ - Stock Option (Right to Buy)	$14.5	06/05/2015		D(4)			375	04/01/2008	04/01/2018	Common Stock	375	$0.00	0	D
NQ - Stock Option (Right to Buy)	$14	06/05/2015		D(4)			375	07/01/2008	07/01/2018	Common Stock	375	$0.00	0	D
NQ - Stock Option (Right to Buy)	$9	06/05/2015		D(2)			375	10/01/2008	10/01/2018	Common Stock	375	$0.00	0	D
NQ - Stock Option (Right to Buy)	$8.7984	06/05/2015		D(2)			2,156	01/01/2009	01/01/2019	Common Stock	2,156	$0.00	0	D
NQ - Stock Option (Right to Buy)	$6.1993	06/05/2015		D(2)			2,577	04/01/2009	04/01/2019	Common Stock	2,577	$0.00	0	D
NQ - Stock Option (Right to Buy)	$6.0002	06/05/2015		D(2)			2,541	07/01/2009	07/01/2019	Common Stock	2,541	$0.00	0	D
NQ - Stock Option (Right to Buy)	$5.6995	06/05/2015		D(2)			2,512	10/01/2009	10/01/2019	Common Stock	2,512	$0.00	0	D
NQ - Stock Option (Right to Buy)	$4.8998	06/05/2015		D(2)			3,020	01/04/2010	01/04/2020	Common Stock	3,020	$0.00	0	D
NQ - Stock Option (Right to Buy)	$4.2999	06/05/2015		D(2)			3,097	04/01/2010	04/01/2020	Common Stock	3,097	$0.00	0	D
NQ - Stock Option (Right to Buy)	$4.2995	06/05/2015		D(2)			3,418	07/01/2010	07/01/2020	Common Stock	3,418	$0.00	0	D
NQ - Stock Option (Right to Buy)	$5.3005	06/05/2015		D(2)			2,350	10/01/2010	10/01/2020	Common Stock	2,350	$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. 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 shares subject to this option.

3. The shares subject to this option vested in 4 equal consecutive quarterly installments commencing on September 30, 2006.

4. This option was canceled for no consideration pursuant to the terms of the Merger Agreement.

5. 50% of the shares subject to this option vested on October 31, 2007 and the remaining balance of the shares subject to this option vested on December 31, 2007.

Remarks:

	/s/ Jeffrey Hartlin, as Attorney-in-Fact	06/05/2015
	** Signature of Reporting Person	Date
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