ARRIS International Form 4 ARRIS International / Timothy R O'Loughlin 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^*

O'Loughlin Timothy R

(Last) (First) (Middle)

3871 LAKEFIELD DRIVE

(Street)

SUWANEE GA 30024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARRIS International plc [ ARRS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT,NORTH AMERICAN SALES

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2018

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
Ordinary Shares	01/04/2018		M		13,479(1)	A	$0	18,969	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
Restricted Shares (S) 160707(2)	$0	01/04/2018		M			10,406(1)	01/04/2018	(3)	Ordinary Shares	14,650	$0	4,244	D
Restricted Shares (R) 160707(2)	$0	01/04/2018		M			3,073(1)	01/04/2018	(3)	Ordinary Shares	4,230	$0	1,157	D
Restricted Shares (S) 160707(2)	$0	01/04/2018		F			4,244(4)	01/04/2018	(3)	Ordinary Shares	4,244	$25.99	0	D
Restricted Shares (R) 160707(2)	$0	01/04/2018		F			1,157(4)	01/04/2018	(3)	Ordinary Shares	1,157	$25.99	0	D
Restricted Shares (T) 160707(5)	$0							07/07/2020	(3)	Ordinary Shares	14,802		14,802	D
Restricted Shares (P) 160707(6)	$0							01/31/2019	(3)	Ordinary Shares	39,470		39,470	D
Restricted Shares (T) 170329(5)	$0							03/29/2021	(3)	Ordinary Shares	18,725		18,725	D
Restricted Shares (P) 170329(6)	$0							01/31/2020	(3)	Ordinary Shares	37,450		37,450	D

Explanation of Responses:

1. Represents the vested portion of a restricted stock unit grant converting to ordinary shares.

2. Represents a restricted stock grant subsequent to the 4 January 2016 combination of ARRIS Group, Inc. ("ARRIS") and Pace plc ("Pace") pursuant to which each of ARRIS and Pace was acquired by a new English holding company, ARRIS International plc (the "Merger"). The granted shares are subject to vesting on the second anniversary of the Merger. Date represents vesting date for the award.

3. This restricted stock unit grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.

4. Represents shares withheld to cover payroll tax liability on vesting of previously granted restricted stock units.

5. Represents a restricted stock unit grant that vests annually in fourths beginning one year from the date of the award. Date shown reflects the date upon which the award is fully vested.

6. Represents a restricted stock unit grant that is performance-based and can vest between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period. Amount shown reflects maximum vesting of the award at the 200% level.

	/s/ Patrick W. Macken, Attorney-in-Fact	01/08/2018
	** Signature of Reporting Person	Date
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