Lo Selina Y Form 4 RUCKUS WIRELESS / Selina Y Lo 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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X

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^*

Lo Selina Y

(Last) (First) (Middle)

C/O RUCKUS WIRELESS, INC.

350 WEST JAVA DRIVE

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RUCKUS WIRELESS INC [ RKUS ]

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

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

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)

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	05/27/2016		D		197,171	D	(1)	0	I	By Selina Lo Family Trust Dated December 4, 2012
Common Stock	05/27/2016		D		1,532,960	D	(1)	0	I	By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97
Common Stock	05/27/2016		D		268,597	D	(1)	0	I	By The Lo 1999 Family Trust
Common Stock	05/27/2016		D		7,800	D	(1)	0	I	By The 2003 Irrevocable Trust
Common Stock	05/27/2016		D		11,099	D	(1)	0	I	By The 2004 Irrevocable Trust
Common Stock	05/27/2016		D		2,647	D	(1)	0	I	By Moonlight, LLC
Common Stock	05/27/2016		D		367,004	D	(2)	0	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)	$0.43	05/27/2016		D			1,754,904	(3)	01/17/2018	Common Stock	1,754,904	(3)	0	D
Stock Option (Right to Buy)	$0.82	05/27/2016		D			700,000	(3)	11/22/2019	Common Stock	700,000	(3)	0	D
Stock Option (Right to Buy)	$5.71	05/27/2016		D			2,250,000	(3)	06/18/2022	Common Stock	2,250,000	(3)	0	D
Stock Option (Right to Buy)	$16.19	05/27/2016		D			270,000	(4)	10/24/2023	Common Stock	270,000	(4)	0	D
Stock Option (Right to Buy)	$13.47	05/27/2016		D			200,000	(5)	09/30/2024	Common Stock	200,000	(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 each share of Issuer common stock was exchanged for per share consideration of $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.

2. Disposed of pursuant to the Merger Agreement, whereby (i) 36,962 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) 330,042 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) 330,042 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).

3. 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 (as defined in the Merger Agreement), less the per share exercise price of the Issuer vested in-the-money stock option.

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 174,375 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 95,625 shares of Issuer common stock were canceled and replaced with a number of stock options to purchase shares of Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 95,625 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 22,222 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value; and (ii) Issuer unvested out-of-the-money stock options with respect to 177,778 shares of Issuer common stock were canceled and replaced with a number of stock options to purchase shares of Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 177,778 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.

Remarks:

	/s/ Seamus Hennessy, as attorney in fact	05/27/2016
	** Signature of Reporting Person	Date
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