SEC Form 4 · accession 0001415889-15-004197
ARRIS GROUP INC · ARRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Potts
Officer — EVP OF FINANCE, CFO
Period of report
Dec 24, 2015
Accepted (ET)
Dec 29, 2015 · 6:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001141107
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1,F2 | Dec 29, 2015 | S | 53,413 | $30.2541 | D | 72,498 | D | |
| Common stockF3 | Dec 24, 2015 | M | 53,413 | $0.00 | A | 125,911 | D | |
| Restricted stock (T) 130712F4,F5 | Dec 24, 2015 | F | 7,506 | $29.41 | D | 23,794 | D | |
| Restricted stock (T) 130712F4,F6 | Dec 24, 2015 | M | 8,144 | $0.00 | D | 15,650 | D | |
| Restricted stock (P) 130712F7,F5 | Dec 24, 2015 | F | 7,193 | $29.41 | D | 7,807 | D | |
| Restricted stock (P) 130712F7,F6 | Dec 24, 2015 | M | 7,807 | $0.00 | D | 0 | D | |
| Restricted stock (T) 150330F4,F5 | Dec 24, 2015 | F | 2,886 | $29.41 | D | 21,184 | D | |
| Restricted stock (T) 150330F4,F6 | Dec 24, 2015 | M | 3,132 | $0.00 | D | 18,052 | D | |
| Restricted stock (T) 140327F4,F5 | Dec 24, 2015 | F | 3,043 | $29.41 | D | 15,992 | D | |
| Restricted stock (T) 140327F4,F6 | Dec 24, 2015 | M | 3,302 | $0.00 | D | 12,690 | D | |
| Restricted stock (P) 130329F7,F5 | Dec 24, 2015 | F | 21,784 | $29.41 | D | 23,646 | D | |
| Restricted stock (P) 130329F7,F6 | Dec 24, 2015 | M | 23,646 | $0.00 | D | 0 | D | |
| Restricted stock (T) 130329F4,F5 | Dec 24, 2015 | F | 2,724 | $29.41 | D | 8,633 | D | |
| Restricted stock (T) 130329F4,F6 | Dec 24, 2015 | M | 2,955 | $0.00 | D | 5,678 | D | |
| Restricted stock (T) 120328F4,F5 | Dec 24, 2015 | F | 4,079 | $29.41 | D | 4,427 | D | |
| Restricted stock (T) 120328F4,F6 | Dec 24, 2015 | M | 4,427 | $0.00 | D | 0 | D | |
| Restricted stock (P) 140327F7 | holding | — | — | — | 50,760 | D | ||
| Restricted stock (P) 150330F7 | holding | — | — | — | 48,140 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares sold subject to an existing Rule 10b5-1 Sales Plan.
- F2The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.04 to $30.52, inclusive. The reporting person undertakes to provide issuer or any security holder of the issuer or the staff of the Security Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F3In connection with the planned transaction between ARRIS Group, Inc. and Pace plc, pursuant to Section 4985 of the Code, an excise tax may be imposed on the ARRIS officers. To avoid the excise tax becoming due on such equity awards, the ARRIS board of directors approved the accelerated vesting of certain equity awards. The number here represents shares of ARRIS acquired pursuant to the accelerated vesting.
- F4Represents a restricted stock grant which vests in four equal annual installments beginning one year from the grant date.
- F5Represents shares withheld to cover payroll tax liability on vesting of previously granted restricted shares.
- F6Represents the vested portion of award grant converting to common stock.
- F7Represents a restricted stock grant that is performance-based and can vest between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period. Amount shown reflects maximum vesting of the award at the 200% level.