Ronald Coppock Form 3 ARRIS International / RONALD COPPOCK ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

COPPOCK RONALD

(Last) (First) (Middle)

3871 LAKEFIELD DR.

(Street)

SUWANEE GA 30024

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2016

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT, SALES AND MARKETING

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock(1)	78,750	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted stock (T) 140327(1)	(2)	(3)	Common Stock	9,970	0	D
Restricted stock (T) 150330(1)	(2)	(3)	Common Stock	14,186	0	D
Restricted Stock (T) 130329(1)	(2)	(3)	Common Stock	5,678	0	D
Restricted stock (T) 130712(1)	(2)	(3)	Common Stock	9,341	0	D
Restricted stock (P) 140327(1)	(4)	(3)	Common Stock	39,880	0	D
Restricted stock (P) 150330(1)	(4)	(3)	Common Stock	37,830	0	D

Explanation of Responses:

1. Represents shares of ARRIS International plc ("New ARRIS") acquired in connection with a transaction (the "Combination") pursuant to which each of ARRIS Group, Inc. ("ARRIS") and Pace plc ("Pace") was acquired by 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, and each Pace ordinary share was cancelled and converted into the right to receive 132.5 pence in cash and 0.1455 shares of New ARRIS.

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

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

4. 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.

	/s/ Patrick W. Macken, Attorney-in-Fact	01/14/2016
	** 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 5 (b)(v).
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