SEC Form 4 · accession 0001415889-16-004293
ARRIS GROUP INC · ARRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Stanzione
Officer — CHAIRMAN, PRESIDENT AND CEO · Director
Period of report
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 6:31 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 | Jan 4, 2016 | D | 852,610 | $0.00 | D | 0 | D | |
| Common stockF1,F2 | Jan 4, 2016 | D | 95,265 | $0.00 | D | 0 | I | By 2015 Grantor Retainer Annuity Trust Account |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted stock (P) 150330F1,F3,F4,F5 | $0.00 | Jan 4, 2016 | D | 154,750 | D | — | — | Common Stock | 154,750 | 0 | D |
| Restricted stock (P) 140327F1,F3,F4,F5 | $0.00 | Jan 4, 2016 | D | 163,160 | D | — | — | Common Stock | 163,160 | 0 | D |
Explanation of responses
- F1On 4 January 2016, ARRIS Group, Inc. ("ARRIS") and Pace plc ("Pace") consummated a transaction (the "Combination") pursuant to which each of ARRIS and Pace was acquired by a new English holding company, ARRIS International plc ("New ARRIS"). Under the terms of the Combination (a) New ARRIS acquired Pace pursuant to a scheme of arrangement under UK law and (b) a newly formed subsidiary of New ARRIS merged with and into ARRIS, with ARRIS as the surviving corporation in the merger (the "Merger") and an indirect wholly-owned subsidiary of New ARRIS. At the effective time of the Merger, each ARRIS common share was cancelled and converted into the right to receive one New ARRIS ordinary share. The number here represents shares of ARRIS disposed of pursuant to the Merger.
- F2Represents shares held by indirect beneficial ownership.
- F3This restricted stock award grant was previously reported on Table I. After further analysis, it was determined that reporting this holding on Table II more accurately reflected the type and intent of the award grant.
- F4Represents 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.
- F5This restricted stock grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.