CommScope Holding (COMM) Form 4 CommScope Holding / Marvin S Edwards Jr 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^*

Edwards Marvin S Jr

(Last) (First) (Middle)

C/O COMMSCOPE HOLDING COMPANY, INC.,

1100 COMMSCOPE PLACE, SE

(Street)

HICKORY NC 28602

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CommScope Holding Company, Inc. [ COMM ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2015

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	05/11/2015		M(1)		10,779	A	$8.85	99,953(2)	D
Common Stock	05/11/2015		M(1)		47,964	A	$2.96	147,917(2)	D
Common Stock	05/11/2015		M(1)		40,045	A	$8.55	187,962(2)	D
Common Stock	05/11/2015		S(1)		98,788	D	$30.2535(3)	89,174(2)	D
Common Stock	05/12/2015		M(1)		11,991	A	$8.55	101,165(2)	D
Common Stock	05/12/2015		S(1)		11,991	D	$30.0469(4)	89,174(2)	D

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
Stock Option (Right to Buy)	$8.85	05/11/2015		M(1)			10,779	01/14/2011	12/12/2016	Common Stock	10,779	$0.00	0	D
Stock Option (Right to Buy)	$2.96	05/11/2015		M(1)			47,964	01/14/2011	03/24/2019	Common Stock	47,964	$0.00	0	D
Stock Option (Right to Buy)	$8.55	05/11/2015		M(1)			40,045	01/14/2011	01/20/2020	Common Stock	40,045	$0.00	221,138	D
Stock Option (Right to Buy)	$8.55	05/12/2015		M(1)			11,991	01/14/2011	01/20/2020	Common Stock	11,991	$0.00	209,147	D

Explanation of Responses:

1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 9, 2015.

2. As previously reported, includes 40,529 restricted stock units that were granted on 02/24/2015 and will vest in three equal installments on 02/24/2016, 02/24/2017, and 02/24/2018, subject to the reporting person's continued employment with the issuer.

3. The price shown is the weighted average price of the shares sold in this transaction. The price range for this transaction is $30.00 to $30.40. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price for this transaction.

4. The price shown is the weighted average price of the shares sold in this transaction. The price range for this transaction is $30.00 to $30.26. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price for this transaction.

Remarks:

	/s/Marvin S. Edwards, Jr.	05/12/2015
	** Signature of Reporting Person	Date
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