SEC Form 4 · accession 0001009626-16-000304
BROCADE COMMUNICATIONS SYSTEMS INC · BRCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel W Fairfax
Officer — SVP and CFO
Period of report
Oct 31, 2016
Accepted (ET)
Nov 2, 2016 · 9:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001009626
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 31, 2016 | M | 59,531 | $0.00 | A | 317,371 | D | |
| Common StockF3 | Oct 31, 2016 | F | 22,372 | $10.60 | D | 294,999 | D | |
| Common StockF4 | Nov 1, 2016 | M | 10,333 | $0.00 | A | 305,332 | D | |
| Common StockF3 | Nov 1, 2016 | F | 3,884 | $11.24 | D | 301,448 | D | |
| Common StockF4 | Nov 1, 2016 | M | 9,667 | $0.00 | A | 311,115 | D | |
| Common StockF3 | Nov 1, 2016 | F | 3,633 | $11.24 | D | 307,482 | D | |
| Common StockF4 | Nov 1, 2016 | M | 18,334 | $0.00 | A | 325,816 | D | |
| Common StockF3 | Nov 1, 2016 | F | 7,694 | $11.24 | D | 318,122 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | Oct 31, 2016 | M | 59,531 | D | — | Oct 31, 2016 | Common Stock | 59,531 | 0 | D |
| Restricted Stock UnitsF5,F4 | — | Nov 1, 2016 | M | 10,333 | D | — | Nov 1, 2016 | Common Stock | 10,333 | 0 | D |
| Restricted Stock UnitsF5,F4 | — | Nov 1, 2016 | M | 9,667 | D | — | Nov 1, 2017 | Common Stock | 9,667 | 9,666 | D |
| Restricted Stock UnitsF5,F4 | — | Nov 1, 2016 | M | 18,334 | D | — | Nov 1, 2018 | Common Stock | 18,334 | 36,666 | D |
Explanation of responses
- F1Reflects the conversion of 50% of the shares referred to in footnote (6) in this Form 4 into shares of Brocade common stock in connection with the vesting of the restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Brocade common stock.
- F2Includes 1,629 shares acquired under Brocade's employee stock purchase plan on June 1, 2016.
- F3Shares automatically withheld for payment of tax withholding liability in connection with vesting of the restricted stock units pursuant to terms of the restricted stock unit agreement.
- F4Reflects the conversion of previously granted restricted stock units into shares of Brocade common stock in connection with the vesting of the restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Brocade common stock.
- F5Each restricted stock unit represents a contingent right to receive one share of Brocade common stock.
- F6The restricted stock units were granted upon achievement of certain performance objectives pursuant to the performance-based restricted stock units granted December 9, 2013 under Brocade's 2009 Stock Plan. The performance period for the restricted stock units was October 27, 2013 until October 31, 2015, with vesting subject to approval of the performance calculation by Brocade's Compensation Committee. This approval was obtained on November 16, 2015. As a result, 50% of the restricted stock units vested on that date and the remaining 50% vested on October 31, 2016, subject to the terms of the performance-based restricted stock unit agreement.