| 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 RUCKUS WIRELESS INC [ RKUS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/27/2016 | ||||||||||||||||||||||||||
| 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 | 05/27/2016 | D | 230,135 | D | (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 | ||||||||
| Stock Option (Right to Buy) | $1.24 | 05/27/2016 | D | 75,000 | (2) | 06/24/2020 | Common Stock | 75,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $2.01 | 05/27/2016 | D | 413,787 | (2) | 06/20/2021 | Common Stock | 413,787 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $5.71 | 05/27/2016 | D | 176,460 | (3) | 06/27/2022 | Common Stock | 176,460 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $16.75 | 05/27/2016 | D | 40,000 | (4) | 09/30/2023 | Common Stock | 40,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $13.47 | 05/27/2016 | D | 100,000 | (5) | 09/30/2024 | Common Stock | 100,000 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger by and among Brocade Communications Systems, Inc. ("Brocade"), Stallion Merger Sub Inc. (a wholly owned subsidiary of Brocade) and Issuer, dated as of April 3, 2016 (the "Merger Agreement"), whereby (i) 17,010 shares of Issuer common stock were exchanged for the per share consideration equal to $6.45 in cash and 0.75 of a share of Brocade common stock, with any fractional shares being paid in cash as provided in the Merger Agreement; and (ii) 213,125 shares of Issuer common stock underlying Issuer restricted stock unit awards were canceled and replaced with a number of restricted stock units with respect to shares of Brocade common stock, rounded down to the nearest whole number of shares, equal to the product of (x) 213,125 and (y) the quotient obtained by dividing the Equity Award Cash Consideration (as defined in the Merger Agreement) by the Parent Stock Price (as defined in the Merger Agreement). |
| 2. Disposed of pursuant to Section 3.11(a) of the Merger Agreement, whereby each Issuer vested in-the-money stock option was cancelled and exchanged for an amount in cash, less any applicable tax withholdings, equal to the product of (i) the number of Issuer shares subject to the Issuer vested in-the-money stock option, multiplied by (ii) the Equity Award Cash Consideration, less the per share exercise price of such Issuer vested in-the-money stock option. |
| 3. Disposed of pursuant to Section 3.11(a) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested in-the-money stock options with respect to 164,696 shares of Issuer common stock were cancelled and exchanged for an amount in cash, less any applicable tax withholdings, equal to the product of (x) 164,696 multiplied by (y) the Equity Award Cash Consideration, less the per share exercise price of such Issuer vested in-the-money stock option; and (ii) Issuer unvested in-the-money stock options with respect to 11,764 shares of Issuer common stock were canceled and replaced with a number of restricted stock units with respect to shares of Brocade common stock, rounded down to the nearest whole number of shares, equal to the product of (x) 11,764 and (y) the quotient obtained by dividing the Equity Award Cash Consideration, less the per share exercise price of such Issuer unvested in-the-money stock option, by the Parent Stock Price. |
| 4. Disposed of pursuant to Sections 3.11(i) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested out-of-the-money stock options with respect to 25,833 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value (as defined in the Merger Agreement); and (ii) Issuer unvested out-of-the-money stock options with respect to 14,167 shares of Issuer common stock were canceled and replaced with a number of Brocade stock options on Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 25,833 multiplied by the Option Exchange Ratio (as defined in the Merger Agreement). The exercise price for the Replaced Options equals the per share exercise price of the Issuer stock option divided by the Option Exchange Ratio, rounded up to the nearest whole cent. |
| 5. Disposed of pursuant to Sections 3.11(i) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested out-of-the-money stock options with respect to 39,583 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value (as defined in the Merger Agreement); and (ii) Issuer unvested out-of-the-money stock options with respect to 60,417 shares of Issuer common stock were canceled and replaced with a number of Brocade stock options on Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 60,417 multiplied by the Option Exchange Ratio. The exercise price for the Replaced Options equals the per share exercise price of the Issuer stock option divided by the Option Exchange Ratio, rounded up to the nearest whole cent. |
| Remarks: |
| /s/ Seamus Hennessy | 05/27/2016 | |
| ** 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 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. | ||
