SEC Form 4 · accession 0001209191-16-124063
RUCKUS WIRELESS INC · RKUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Selina Y Lo
Officer — President, CEO · Director
Period of report
May 27, 2016
Accepted (ET)
May 27, 2016 · 4:38 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 | 197,171 | — | D | 0 | I | By Selina Lo Family Trust Dated December 4, 2012 |
| Common StockF1 | May 27, 2016 | D | 1,532,960 | — | D | 0 | I | By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97 |
| Common StockF1 | May 27, 2016 | D | 268,597 | — | D | 0 | I | By The Lo 1999 Family Trust |
| Common StockF1 | May 27, 2016 | D | 7,800 | — | D | 0 | I | By The 2003 Irrevocable Trust |
| Common StockF1 | May 27, 2016 | D | 11,099 | — | D | 0 | I | By The 2004 Irrevocable Trust |
| Common StockF1 | May 27, 2016 | D | 2,647 | — | D | 0 | I | By Moonlight, LLC |
| Common StockF2 | May 27, 2016 | D | 367,004 | — | 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)F3 | $0.43 | May 27, 2016 | D | 1,754,904 | D | — | Jan 17, 2018 | Common Stock | 1,754,904 | 0 | D |
| Stock Option (Right to Buy)F3 | $0.82 | May 27, 2016 | D | 700,000 | D | — | Nov 22, 2019 | Common Stock | 700,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $5.71 | May 27, 2016 | D | 2,250,000 | D | — | Jun 18, 2022 | Common Stock | 2,250,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $16.19 | May 27, 2016 | D | 270,000 | D | — | Oct 24, 2023 | Common Stock | 270,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $13.47 | May 27, 2016 | D | 200,000 | D | — | Sep 30, 2024 | Common Stock | 200,000 | 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 the Merger Agreement, whereby (i) 36,962 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) 330,042 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) 330,042 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).
- 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.
- 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 174,375 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 95,625 shares of Issuer common stock were canceled and replaced with a number of stock options to purchase shares of Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 95,625 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 22,222 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value; and (ii) Issuer unvested out-of-the-money stock options with respect to 177,778 shares of Issuer common stock were canceled and replaced with a number of stock options to purchase shares of Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 177,778 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.