Daniel T Whalen Form 4 ARRIS International / Daniel T Whalen 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^*

Whalen Daniel T

(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, NETWORK AND CLOUD

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

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
Ordinary Shares	02/28/2019	02/28/2019	J		567(1)	A	$21.14	14,372	D
Ordinary Shares	03/20/2019		M		8,788(2)	A	$0	23,160	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	$0	03/20/2019		F			1,244(3)	03/30/2019(4)	(5)	Ordinary Shares	1,244	$31.64	2,196	D
Restricted Shares	$0	03/20/2019		F			1,693(3)	03/29/2021(4)	(5)	Ordinary Shares	1,693	$31.64	12,351	D
Restricted Shares	$0	03/20/2019		F			2,041(3)	03/30/2022(4)	(5)	Ordinary Shares	2,041	$31.64	20,539	D
Restricted Shares	$0	03/20/2019		M			2,196(2)	03/30/2019(4)	(5)	Ordinary Shares	2,196	$0	0	D
Restricted Shares	$0	03/20/2019		M			2,988(2)	03/29/2021(4)	(5)	Ordinary Shares	2,988	$0	9,363	D
Restricted Shares	$0	03/20/2019		M			3,604(2)	03/30/2022(4)	(5)	Ordinary Shares	3,604	$0	16,935	D
Restricted Shares	$0							01/31/2020(6)	(5)	Ordinary Shares	37,450		37,450	D
Restricted Shares	$0							01/31/2021(6)	(5)	Ordinary Shares	45,160		45,160	D
Restricted Shares	$0							03/27/2018(4)	(5)	Ordinary Shares	0		0	D
Restricted Shares	$0							07/07/2020(4)	(5)	Ordinary Shares	10,965		10,965	D

Explanation of Responses:

1. Shares acquired through the ARRIS International plc ESPP.

2. Effective March 20, 2019, the Compensation Committee accelerated the vesting of the Restricted Stock Units indicated. Any remaining vesting dates will remain on the anniversary of the original grant date.

3. Represents shares cash cancelled to cover payroll tax liability on vesting of previously granted restricted stock units.

4. 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.

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

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	03/22/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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