SEC Form 4 · accession 0001209191-16-124060
RUCKUS WIRELESS INC · RKUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Seamus Hennessy
Officer — Chief Financial Officer
Period of report
May 27, 2016
Accepted (ET)
May 27, 2016 · 4:37 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 | 230,135 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $1.24 | May 27, 2016 | D | 75,000 | D | — | Jun 24, 2020 | Common Stock | 75,000 | 0 | D |
| Stock Option (Right to Buy)F2 | $2.01 | May 27, 2016 | D | 413,787 | D | — | Jun 20, 2021 | Common Stock | 413,787 | 0 | D |
| Stock Option (Right to Buy)F3 | $5.71 | May 27, 2016 | D | 176,460 | D | — | Jun 27, 2022 | Common Stock | 176,460 | 0 | D |
| Stock Option (Right to Buy)F4 | $16.75 | May 27, 2016 | D | 40,000 | D | — | Sep 30, 2023 | Common Stock | 40,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $13.47 | May 27, 2016 | D | 100,000 | D | — | Sep 30, 2024 | Common Stock | 100,000 | 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 (i) 17,010 shares of Issuer common stock were exchanged for the per share consideration equal to $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; and (ii) 213,125 shares of Issuer common stock underlying Issuer restricted stock unit awards were canceled and replaced with a number of restricted stock units with respect to shares of Brocade common stock, rounded down to the nearest whole number of shares, equal to the product of (x) 213,125 and (y) the quotient obtained by dividing the Equity Award Cash Consideration (as defined in the Merger Agreement) by the Parent Stock Price (as defined in the Merger Agreement).
- F2Disposed 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, less the per share exercise price of such Issuer vested in-the-money stock option.
- F3Disposed of pursuant to Section 3.11(a) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested in-the-money stock options with respect to 164,696 shares of Issuer common stock were cancelled and exchanged for an amount in cash, less any applicable tax withholdings, equal to the product of (x) 164,696 multiplied by (y) the Equity Award Cash Consideration, less the per share exercise price of such Issuer vested in-the-money stock option; and (ii) Issuer unvested in-the-money stock options with respect to 11,764 shares of Issuer common stock were canceled and replaced with a number of restricted stock units with respect to shares of Brocade common stock, rounded down to the nearest whole number of shares, equal to the product of (x) 11,764 and (y) the quotient obtained by dividing the Equity Award Cash Consideration, less the per share exercise price of such Issuer unvested in-the-money stock option, by the Parent Stock Price.
- F4Disposed of pursuant to Sections 3.11(i) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested out-of-the-money stock options with respect to 25,833 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value (as defined in the Merger Agreement); and (ii) Issuer unvested out-of-the-money stock options with respect to 14,167 shares of Issuer common stock were canceled and replaced with a number of Brocade stock options on Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 25,833 multiplied by the Option Exchange Ratio (as defined in the Merger Agreement). The exercise price for the Replaced Options equals the per share exercise price of the Issuer stock option divided by the Option Exchange Ratio, rounded up to the nearest whole cent.
- F5Disposed of pursuant to Sections 3.11(i) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested out-of-the-money stock options with respect to 39,583 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value (as defined in the Merger Agreement); and (ii) Issuer unvested out-of-the-money stock options with respect to 60,417 shares of Issuer common stock were canceled and replaced with a number of Brocade stock options on Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 60,417 multiplied by the Option Exchange Ratio. The exercise price for the Replaced Options equals the per share exercise price of the Issuer stock option divided by the Option Exchange Ratio, rounded up to the nearest whole cent.