Robert J Stanzione Form 4 ARRIS International / ROBERT J STANZIONE 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^*

STANZIONE ROBERT J

(Last) (First) (Middle)

3871 LAKEFIELD DRIVE

(Street)

SUWANEE GA 30024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARRIS International plc [ ARRS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2017

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
Ordinary Shares	01/31/2017		M		47,365(1)	A	$0	846,221	D
Ordinary Shares								60,950	I	By 2015 Grantor Retainer Annuity Trust Account

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 Shares (P) 140327(2)	$0	01/31/2017		F			34,052(3)	01/31/2017	(4)	Ordinary Shares	163,160	$28.72	129,108	D
Restricted Shares (P) 140327(2)	$0	01/31/2017		M			47,365(1)	01/31/2017	(4)	Ordinary Shares	129,108	$0	0(5)	D
Restricted Shares (P) 160707(2)	$0							01/31/2019	(4)	Ordinary Shares	302,630		$302,630	D
Restricted Shares (T) 160707(6)	$0							07/07/2020	(4)	Ordinary Shares	151,315		$151,315	D
Restricted Shares (P) 150330(2)	$0							01/31/2018	(4)	Ordinary Shares	154,750		$154,750	D

Explanation of Responses:

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

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. Date represents vesting date for the award. 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. This restricted stock grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.

5. The award fully vested at less than the 200% maximum previously reported in Table 2. Any remainder of the maximum possible award has not vested and is extinguished.

6. Represents a restricted stock grant that vests annually in fourths beginning one year from the date of the award. Date shown reflects the date upon which the award is fully vested.

	/s/ Patrick W. Macken, Attorney-in-Fact	02/02/2017
	** 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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