Aruba Networks (ARUN) Form 4 ARUBA NETWORKS / MICHAEL R KOUREY 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^*

KOUREY MICHAEL R

(Last) (First) (Middle)

1344 CROSSMAN AVENUE

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARUBA NETWORKS, INC. [ ARUN ]

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)
12/11/2014

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	12/11/2014		G(1)		525	D	$0.0	27,788	D
Common Stock	05/18/2015		M(2)		3,630	A	$0.0	31,418	D
Common Stock	05/18/2015		M(2)		6,036	A	$0.0	37,454	D
Common Stock	05/18/2015		M(2)		5,022	A	$0.0	42,476	D
Common Stock	05/18/2015		M(2)		7,533	A	$0.0	50,009	D
Common Stock	05/18/2015		D		50,009	D	(3)	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
Non-Qualified Stock Option (right to buy)	$23.16	05/18/2015		D			20,000	(4)	12/09/2017	Common Stock	20,000	$0.0(5)	0	D
Restricted Stock Units	$0.0	05/18/2015		M			5,022	12/05/2015(2)	12/05/2015	Common Stock	5,022	$0.0(5)	0	D
Restricted Stock Units	$0.0	05/18/2015		M			3,630	11/29/2013(2)	11/29/2016	Common Stock	3,630	(5)	0	D
Restricted Stock Units	$0.0	05/18/2015		M			6,036	12/05/2014(2)	12/05/2017	Common Stock	6,036	$0.0(5)	0	D
Restricted Stock Units	$0.0	05/18/2015		M			7,533	12/05/2015(2)	12/05/2018	Common Stock	7,533	$0.0(5)	0	D

Explanation of Responses:

1. Represents shares disposed of by the reporting person through a bona fide gift.

2. Restricted Stock Units became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger, as defined below.

3. 50,009 shares were disposed of at the effective time of the merger of a subsidiary of Hewlett-Packard Company ("Hewlett-Packard") with and into the Issuer ("Merger") pursuant to the Agreement and Plan of Merger, dated as of March 2, 2015, by and among Hewlett-Packard Company, Aspen Acquisition Sub, Inc. and the Issuer (the "Merger Agreement") in exchange for $24.67 per share, without interest, and subject to deduction for any applicable withholding taxes (the "Merger Consideration"). Includes restricted stock units that became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger.

4. The NQ stock option, which became fully vested as of December 10, 2014, was canceled in the Merger in exchange for a cash payment, representing the excess of the Merger Consideration over the exercise price of the option multiplied by the number of shares subject to the NQ stock option.

5. This is not a reportable field.

	By: Carmen Elliott, Attorney in Fact For: Michael R. Kourey	05/20/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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