rahim rami Form 4 JUNIPER NETWORKS / rami rahim 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^*

rahim rami

(Last) (First) (Middle)

1133 INNOVATION WAY

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JUNIPER NETWORKS INC [ JNPR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2019

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	03/16/2019		M		39,520	A	$0.0	39,520	D
Common Stock	03/16/2019		F(1)		19,595	D	$26.84	19,925	D
Common Stock	03/16/2019		G(2)	V	19,925	D	$0.0	0	D
Common Stock	03/16/2019		G(2)	V	19,925	A	$0.0	659,117	I	Living Trust

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
Performance Stock Unit	$0.0	03/15/2019		A		45,763		02/15/2020(3)	02/15/2021	Common Stock	45,763	$0.0(4)	45,763	D
Performance Stock Unit	$0.0	03/15/2019		A		312,500		02/18/2022(5)	02/18/2022	Common Stock	312,500	$0.0(4)	312,500	D
RSU Award	$0.0	03/16/2019		M			39,520	03/16/2019(6)	03/16/2021	Common Stock	39,520	$0.0(4)	76,715	D
RSU Award	$0.0	03/15/2019		A		156,250		03/15/2020(6)	03/15/2022	Common Stock	156,250	$0.0(4)	156,250	D

Explanation of Responses:

1. Represents shares withheld from the released share award for the payment of applicable income and payroll withholding taxes due on release.

2. Represents the transfer of shares to the Rahim Family Trust from the reporting person immediately upon vesting of the Restricted Stock Unit and/or Performance Stock Unit.

3. Represents the maximum quantity of shares issuable. The exact number of shares issuable will be determined based on achievement of certain Company performance targets for the 2019 fiscal year, as determined by the Compensation Committee of the Board. The executive can earn either 0% or 100% of the target shares that will vest 50% each year over a two year period.

4. Column 8 is not an applicable reportable field.

5. Represents the maximum quantity of shares issuable. The exact number of shares issuable with respect to the performance award will be determined based on achievement of certain Company performance targets over 3 years. The executive can earn between 0% and 200% of the target shares. No shares vest or are issued until after the performance period.

6. This awards vests from the original grant date as to thirty-four percent on the one year anniversary of the grant date and thirty-three percent annually on the second anniversary and third anniversary.

	By: Robert Mobassaly: Attorney in Fact For: Rami Rahim	03/19/2019
	** 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).
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