SEC Form 3 · accession 0001415889-16-004446
ARRIS International plc · ARRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence A Margolis
Officer — EVP, CORP STRATEGY AND ADMIN
Period of report
Jan 4, 2016
Accepted (ET)
Jan 14, 2016 · 7:12 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001645494
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 517,125 | D |
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,F2,F3 | $0.00 | holding | — | — | — | — | — | Common Stock | 37,830 | — | D |
| Restricted stock (P) 140327F1,F2,F3 | $0.00 | holding | — | — | — | — | — | Common Stock | 47,140 | — | D |
Explanation of responses
- F1Represents shares of ARRIS International plc ("New ARRIS") acquired in connection with a transaction (the "Combination") pursuant to which each of ARRIS Group, Inc. ("ARRIS") and Pace plc ("Pace") was acquired by 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, and each Pace ordinary share was cancelled and converted into the right to receive 132.5 pence in cash and 0.1455 shares of New ARRIS.
- F2Represents an equity award 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.
- F3This restricted stock grant does not have a date of expiration, but will vest pursuant to the predetermined vesting schedule.