SEC Form 4 · accession 0001209191-17-062141

BROCADE COMMUNICATIONS SYSTEMS INC · BRCD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey Lindholm

Officer — SVP, Worldwide Sales

Period of report

Nov 17, 2017

Accepted (ET)

Nov 21, 2017 · 5:24 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 Stock^F1	Nov 17, 2017	D	32,700	$12.75	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F2	$8.59	Nov 17, 2017	D	13,000	D	—	—	Common Stock	13,000	D
Non-Qualified Stock Option (right to buy)^F3,F4	$10.89	Nov 17, 2017	D	33,334	D	—	—	Common Stock	33,334	D
Restricted Stock Unit^F6,F5	—	Nov 17, 2017	D	18,333	D	—	—	Common Stock	18,333	D
Restricted Stock Unit (Performance Based)^F6,F5	—	Nov 17, 2017	D	27,500	D	—	—	Common Stock	27,500	D
Restricted Stock Unit^F6,F5	—	Nov 17, 2017	D	6,470	D	—	—	Common Stock	6,470	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 13,334 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 20,000 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.