SEC Form 4 · accession 0001209191-17-062133
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
Nov 17, 2017
Accepted (ET)
Nov 21, 2017 · 5:20 pm EST
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 | Nov 17, 2017 | D | 385,563 | $12.75 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2 | $8.59 | Nov 17, 2017 | D | 78,000 | D | — | — | Common Stock | 78,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3,F4 | $10.89 | Nov 17, 2017 | D | 73,000 | D | — | — | Common Stock | 73,000 | 0 | D |
| Restricted Stock UnitF6,F5 | — | Nov 17, 2017 | D | 18,333 | D | — | — | Common Stock | 18,333 | 0 | D |
| Restricted Stock Unit (Performance Based)F6,F5 | — | Nov 17, 2017 | D | 27,500 | D | — | — | Common Stock | 27,500 | 0 | D |
| Restricted Stock UnitF6,F5 | — | Nov 17, 2017 | D | 60,710 | D | — | — | Common Stock | 60,710 | 0 | D |
| Restricted Stock Unit (Performance Based)F6,F5 | — | Nov 17, 2017 | D | 110,481 | D | — | — | Common Stock | 110,481 | 0 | D |
| Restricted Stock Unit (Performance Based)F7,F5 | — | Nov 20, 2017 | A | 25,852 | A | — | — | Common Stock | 25,852 | 25,852 | D |
| Restricted Stock Unit (Performance Based)F6,F5 | — | Nov 20, 2017 | D | 25,852 | D | — | — | Common Stock | 25,852 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 2, 2016 (the "Merger Agreement"), by and among Brocade Communications Systems, Inc. (the "Company"), Broadcom Limited, a limited company organized under the laws of the Republic of Singapore ("Ultimate Parent"), Broadcom Corporation, a California corporation and an indirect subsidiary of Ultimate Parent, and Bobcat Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), as assigned by Broadcom Corporation to LSI Corporation, a Delaware corporation ("Parent"), on November 17, 2017, Merger Sub merged with and into the Company (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $12.75 per share, without interest.
- F2Pursuant to the terms of the Merger Agreement and in connection with the Merger, this stock option was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by the excess of $12.75 over the exercise price per share of such award.
- F3Pursuant to the terms of the Merger Agreement and in connection with the Merger, the portion of this stock option that was outstanding and vested as of immediately prior to the consummation of the Merger, which covered 54,750 shares of Company common stock, was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such portion multiplied by the excess of $12.75 over the exercise price per share of such award.
- F4Pursuant to the terms of the Merger Agreement and the terms of a Change of Control Agreement Acknowledgement between the Reporting Person and Ultimate Parent (the "CoC Acknowledgment"), the remaining portion of this stock option, which covered 18,250 shares of Company common stock, was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by the excess of $12.75 over the exercise price per share of such award, subject to the terms and conditions of the CoC Acknowledgment.
- F5Each restricted stock unit represents a contingent right to receive one share of Company common stock.
- F6Pursuant to the terms of the Merger Agreement and the terms of the CoC Acknowledgment and in connection with the Merger, this restricted stock unit award was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by $12.75, subject to the terms and conditions of the CoC Acknowledgment.
- F7This performance-based restricted stock unit award was granted subject to achievement of certain performance objectives. The performance period for the award commenced on November 1, 2016 and ended coincident with the closing of the Merger on November 17, 2017, with vesting subject to approval of the performance calculation by the Company's Board of Directors or a committee thereof. This approval was obtained on November 20, 2017.