Radisys (RSYS) Form 4 RADISYS / Brian Bronson 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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X

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^*

Bronson Brian

(Last) (First) (Middle)

5435 NE DAWSON CREEK DRIVE

(Street)

HILLSBORO OR 97124

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RADISYS CORP [ RSYS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2018

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
Common Stock	12/11/2018		D		358,350(1)	D	$1.72	0	D
Common Stock	12/11/2018		D		12,431(1)	D	$1.72	0	I	By 401(k) Plan

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
Incentive Stock Option (right to buy)	$1	12/11/2018		D			264,016	(2)	02/12/2025	Common Stock	264,016	(2)	0	D
Non-Qualified Stock Option (right to buy)	$1	12/11/2018		D			235,984	(3)	02/12/2025	Common Stock	235,984	(3)	0	D
Restricted Stock Units	$0.0	12/11/2018		D			40,000	(4)	(5)	Common Stock	40,000	(4)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated June 29, 2018, by and among Radisys Corporation, Reliance Industries Limited and Integrated Cloud Orchestration (ICO), Inc., an Oregon corporation and wholly owned subsidiary of Reliance Industries Limited (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), which became effective on December 11, 2018 (the "Effective Time"), the shares of common stock were canceled and converted into the right to receive a cash payment of $1.72 per share.

2. Pursuant to the terms of the Merger Agreement, these options were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $190,091.52, representing the difference between the merger consideration of $1.72 per share and the exercise price of the option, less withholding taxes.

3. Pursuant to the terms of the Merger Agreement, these options were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $169,908.48, representing the difference between the merger consideration of $1.72 per share and the exercise price of the option, less withholding taxes

4. Pursuant to the terms of the Merger Agreement, these restricted stock units were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $1.72 per share.

5. N/A

	By: Jonathan Wilson, Attorney-In-Fact For: Brian Bronson	12/11/2018
	** 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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