Ken Cheng Form 4 BROCADE COMMUNICATIONS SYSTEMS / KEN CHENG 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^*

CHENG KEN

(Last) (First) (Middle)

130 HOLGER WAY

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BROCADE COMMUNICATIONS SYSTEMS INC [ BRCD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CTO and SVP, Corporate Develop

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2015

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	11/16/2015		M		65,201(1)	A	$0	476,831	D
Common Stock	11/16/2015		F		30,894(2)	D	$10.07	445,937	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)
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)	11/16/2015		A		130,401		(5)	10/31/2016	Common Stock	130,401	$0	130,401	D
Restricted Stock Units	(4)	11/16/2015		M			65,201	(1)	10/31/2016	Common Stock	65,201	$0	65,200	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 December 9, 2013 under Brocade's 2009 Stock Plan. The performance period for the restricted stock units was October 27, 2013 until October 31, 2015, with vesting subject to approval of the performance calculation by Brocade's Compensation Committee. This approval was obtained on November 16, 2015. As a result, 50% of the earned shares underlying the restricted stock units vested on that date and the remaining 50% will vest on October 31, 2016, subject to the terms of the performance-based restricted stock unit agreement.

Remarks:

	/s/ Jean Furter, Attorney-in-fact for Ken Cheng	11/18/2015
	** 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).
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