Barton M. Burstein Form 4 RUCKUS WIRELESS / Barton M. Burstein 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^*

Burstein Barton M.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. V.P. Field Op and Bus Dev

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2015

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	04/15/2015		M		5,000	A	$2.01	25,356	D
Common Stock	04/15/2015		S(1)		5,000	D	$12.4298(2)	20,356	D
Common Stock	04/15/2015		M		830	A	$5.71	21,186	D
Common Stock	04/15/2015		S(1)		830	D	$12.4502(3)	20,356	D
Common Stock	04/16/2015		M		5,000	A	$2.01	25,356	D
Common Stock	04/16/2015		S(1)		5,000	D	$12.6025(4)	20,356	D
Common Stock	04/16/2015		M		830	A	$5.71	21,186	D
Common Stock	04/16/2015		S(1)		830	D	$12.5889(5)	20,356(6)	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)	$2.01	04/15/2015		M			5,000	(7)	06/20/2021	Common Stock	5,000	$0.00	35,332	D
Stock Option (Right to Buy)	$2.01	04/16/2015		M			5,000	(7)	06/20/2021	Common Stock	5,000	$0.00	30,332	D
Stock Option (Right to Buy)	$5.71	04/15/2015		M			830	(8)	06/27/2022	Common Stock	830	$0.00	56,060	D
Stock Option (Right to Buy)	$5.71	04/16/2015		M			830	(8)	06/27/2022	Common Stock	830	$0.00	55,230	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 20, 2014.

2. This sale price represents the weighted average sale price of the shares sold ranging from $12.26 to $12.495 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

3. This sale price represents the weighted average sale price of the shares sold ranging from $12.27 to $12.495 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. This sale price represents the weighted average sale price of the shares sold ranging from $12.50 to $12.70 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

5. This sale price represents the weighted average sale price of the shares sold ranging from $12.50 to $12.65 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

6. Includes restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of Issuer's Common Stock.

7. The Option shares shall vest as follows: 1/48th of the total number of Shares subject to the Option shall vest and become exercisable each month over the forty-eight months following June 21, 2011, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2002 Stock Plan) as of each date.

8. The Option shares shall vest as follows: 10% of the total Option shall vest in the first 12 months following June 28, 2012 at a rate of 1/12th of 10% of the total Option, 20% of total Option shall vest in months 13 through 24 following June 28, 2012 at a rate of 1/12th of 20% of total Option, 30% of total Option shall vest in months 25 through 36 following June 28, 2012 at a rate of 1/12th of 30% of total Option, and 40% of total Option shall vest in months 37 through 48 following June 28, 2012 at a rate of 1/12th of 40% of total Option, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan) as of each date.

Remarks:

	/s/ Seamus Hennessy, as attorney in fact	04/16/2015
	** Signature of Reporting Person	Date
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