SEC Form 4 · accession 0001209191-16-124052
RUCKUS WIRELESS INC · RKUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gaurav Garg
Director
Period of report
May 27, 2016
Accepted (ET)
May 27, 2016 · 4:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001294016
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 27, 2016 | D | 368,454 | — | D | 0 | D | |
| Common StockF1 | May 27, 2016 | D | 16,588 | — | D | 0 | I | By Gaurav Garg and Komal Shah, Trustees of the 2010 Garg/Shah GRAT Number Four |
| Common StockF1 | May 27, 2016 | D | 16,588 | — | D | 0 | I | By Gaurav Garg and Komal Shah, Trustees of the 2010 Garg/Shah GRAT Number Three |
| Common StockF1 | May 27, 2016 | D | 122,436 | — | D | 0 | I | By Gaurav Garg and Komal Shah Trust U/T/A Dated April 27, 2000 |
| Common StockF1 | May 27, 2016 | D | 338 | — | D | 0 | I | Hilltop Family Partnership, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $15.00 | May 27, 2016 | D | 150,000 | D | — | Nov 14, 2022 | Common Stock | 150,000 | 0 | D |
| Stock Option (Right to Buy)F2 | $16.19 | May 27, 2016 | D | 30,000 | D | — | Oct 24, 2023 | Common Stock | 30,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $10.33 | May 27, 2016 | D | 30,000 | D | — | Jun 3, 2024 | Common Stock | 30,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $11.37 | May 27, 2016 | D | 30,000 | D | — | Jun 9, 2025 | Common Stock | 30,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger by and among Brocade Communications Systems, Inc. ("Brocade"), Stallion Merger Sub Inc. (a wholly owned subsidiary of Brocade) and Issuer, dated as of April 3, 2016 (the "Merger Agreement"), whereby each share of Issuer common stock was exchanged for per share consideration of $6.45 in cash and 0.75 of a share of Brocade common stock, with any fractional shares being paid in cash as provided in the Merger Agreement.
- F2Disposed of pursuant to Section 3.11(i) of the Merger Agreement, whereby each Issuer vested out-of-the-money stock option was cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value (as defined in the Merger Agreement).
- F3Disposed of pursuant to Section 3.11(a) of the Merger Agreement, whereby each Issuer vested in-the-money stock option was cancelled and exchanged for an amount in cash, less any applicable tax withholdings, equal to the product of (i) the number of Issuer shares subject to the Issuer vested in-the-money stock option, multiplied by (ii) the Equity Award Cash Consideration (as defined in the Merger Agreement), less the per share exercise price of the Issuer vested in-the-money stock option.