| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol JUNIPER NETWORKS INC [ JNPR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/18/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/18/2022 | M(1) | 65,241 | A | $0.00 | 79,155 | D | |||
| Common Stock | 02/18/2022 | F | 31,743 | D | $34.32 | 47,412 | D | |||
| Common Stock | 02/19/2022 | M | 18,734 | A | $0.00 | 66,146 | D | |||
| Common Stock | 02/19/2022 | F | 10,164 | D | $34.32 | 55,982 | D | |||
| Common Stock | 02/21/2022 | M | 15,312 | A | $0.00 | 71,294 | D | |||
| Common Stock | 02/21/2022 | F | 8,313 | D | $34.32 | 63,743(2) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| RSU Award | $0.00 | 02/18/2022 | A | 51,300 | (3) | (3) | Common Stock | 51,300 | $0.00 | 51,300 | D | ||||
| Performance Stock Award | $0.00 | 02/18/2022 | A | 14,546 | (4) | (4) | Common Stock | 14,546 | $0.00 | 14,546 | D | ||||
| Performance Stock Award | $0.00 | 02/18/2022 | A | 12,250 | (5) | (5) | Common Stock | 12,250 | $0.00 | 20,509(6) | D | ||||
| Performance Stock Award | $0.00 | 02/18/2022 | A | 39,421 | (7) | (7) | Common Stock | 39,421 | $0.00 | 65,241(6) | D | ||||
| Performance Stock Award | $0.00 | 02/18/2022 | M(1) | 65,241 | (1) | (1) | Common Stock | 65,241 | $0.00 | 0 | D | ||||
| RSU Award | $0.00 | 02/19/2022 | M | 18,734 | (8) | (8) | Common Stock | 18,734 | $0.00 | 36,366 | D | ||||
| RSU Award | $0.00 | 02/21/2022 | M | 15,312 | (9) | (9) | Common Stock | 15,312 | $0.00 | 15,312 | D | ||||
| Explanation of Responses: |
| 1. Represents the number of shares earned and vested under the previously reported performance award granted on 03/15/2019. The shares vested in full on 2/18/2022 following determination by the Compensation Committee of the achievement of the final performance targets over the three-year performance period, upon the satisfaction of a continued service condition through the settlement date. |
| 2. Includes 762 shares purchased under the Company's ESPP. |
| 3. This award vests thirty-four percent on the one year anniversary of February 18, 2022 and thirty-three percent annually on the second anniversary and third anniversary. |
| 4. Represents one tranche of an award granted in the first quarter of 2021. The amount earned was subject to attainment of certain performance conditions and certification thereof by the Compensation Committee. This tranche will vest in the first quarter of 2024 following certification by the Compensation Committee of the final tranche of the award, subject to the reporting person's service through the date of such certification and the settlement date. |
| 5. Represents one tranche of an award granted in the first quarter of 2020. The amount earned was subject to attainment of certain performance conditions and certification thereof by the Compensation Committee. This tranche will vest in the first quarter of 2024 following certification by the Compensation Committee of the final tranche of the award, subject to the reporting person's service through the date of such certification and the settlement date. |
| 6. Represents the total number of shares earned under the performance stock award as of the transaction date. |
| 7. Represents (i) one tranche of the performance award and (ii) the total stockholder return tranche of the award granted on 3/15/2019. The amount earned was subject to attainment of certain performance conditions and certification thereof by the Compensation Committee. These tranches vested on 2/18/2022 as described in footnote (1). |
| 8. This award vests thirty-four percent on the one year anniversary of February 19, 2021 and thirty-three percent annually on the second anniversary and third anniversary. |
| 9. This award vests thirty-four percent on the one year anniversary of February 21, 2020 and thirty-three percent annually on the second anniversary and third anniversary. |
| Remarks: |
| /s/ Dena Acevedo, as Attorney-in-Fact for Marcus Jewell | 02/23/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
