| 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) 11/17/2017 | ||||||||||||||||||||||||||
| 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 | 11/17/2017 | 11/17/2017 | D | 349,237 | D | $12.75(1) | 0 | D | ||
| 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $7.82 | 11/17/2017 | 11/17/2017 | D | 20,000 | (2) | (2) | Common Stock | 20,000 | $0.00 | 0(2) | D | |||
| Non-Qualified Stock Option (right to buy) | $7.8 | 11/17/2017 | 11/17/2017 | D | 7,500 | (2) | (2) | Common Stock | 7,500 | $0.00 | 0(2) | D | |||
| Non-Qualified Stock Option (right to buy) | $5.7 | 11/17/2017 | 11/17/2017 | D | 20,000 | (2) | (2) | Common Stock | 20,000 | $0.00 | 0(2) | D | |||
| Non-Qualified Stock Option (right to buy) | $5.7 | 11/17/2017 | 11/17/2017 | D | 7,500 | (2) | (2) | Common Stock | 7,500 | $0.00 | 0(2) | D | |||
| Non-Qualified Stock Option (right to buy) | $5.545 | 11/17/2017 | 11/17/2017 | D | 20,000 | (2) | (2) | Common Stock | 20,000 | $0.00 | 0(2) | D | |||
| Restricted Stock Unit | (3) | 11/17/2017 | 11/17/2017 | D | 16,013 | (4) | (4) | Common Stock | 16,013 | $0.00 | 0(4) | D | |||
| Restricted Stock Unit | (3) | 11/17/2017 | 11/17/2017 | D | 5,000 | (4) | (4) | Common Stock | 5,000 | $0.00 | 0(4) | D | |||
| Explanation of Responses: |
| 1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 2, 2016 (the "Merger Agreement"), by and among Brocade Communications Systems, Inc. (the "Company"), Broadcom Limited, a limited company organized under the laws of the Republic of Singapore ("Ultimate Parent"), Broadcom Corporation, a California corporation and an indirect subsidiary of Ultimate Parent, and Bobcat Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), as assigned by Broadcom Corporation to LSI Corporation, a Delaware corporation ("Parent"), on November 17, 2017, Merger Sub merged with and into the Company (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $12.75 per share, without interest. |
| 2. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this stock option was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by the excess of $12.75 over the exercise price per share of such award. |
| 3. Each restricted stock unit represents a contingent right to receive one share of Company common stock. |
| 4. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this restricted stock unit award was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by $12.75. |
| Remarks: |
| /s/ Jean Furter, Attorney-in-fact for David L. House | 11/21/2017 | |
| ** 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). | ||
| 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. | ||
