| 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 BROCADE COMMUNICATIONS SYSTEMS INC [ BRCD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/25/2015 | ||||||||||||||||||||||||||
| 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 | 10/25/2015 | M | 37,500(1) | A | $0 | 402,421 | D | |||
| Common Stock | 10/25/2015 | F | 14,093(2) | D | $10.54 | 388,328 | D | |||
| Common Stock | 225,727 | I | By Trust(3) | |||||||
| 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 Units | (4) | 10/25/2015 | M | 37,500 | (5) | 10/25/2015 | Common Stock | 37,500 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects the conversion of 50% of the shares referred to in footnote (5) in this Form 4 into shares of Brocade common stock in connection with the vesting of the restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Brocade common stock. |
| 2. Shares automatically withheld for payment of tax withholding liability in connection with vesting of the restricted stock units pursuant to terms of the restricted stock unit agreement. |
| 3. Reflects shares held by the Ken Kong Kin Cheng Trust dated 05/23/2006, over which the Reporting Person exercises investment and voting control. |
| 4. Each restricted stock unit represents a contingent right to receive one share of Brocade common stock. |
| 5. The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted November 1, 2012 under Brocade's 2009 Stock Plan. The performance period for the restricted stock units was October 28, 2012 until October 25, 2014, with vesting subject to approval of the performance calculation by Brocade's Compensation Committee. This approval was obtained on December 6, 2014. As a result, 50% of the restricted stock units vested on that date and the remaining 50% vested on October 25, 2015, subject to the terms of the performance-based restricted stock unit agreement. |
| Remarks: |
| /s/ Jean Furter, Attorney-in-fact for Ken Cheng | 10/27/2015 | |
| ** 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. | ||
