SEC Form 4 · accession 0001415889-17-001170
ARRIS International plc · ARRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip Charles Baldock
Officer — SVP, CHIEF INFORMATION OFFICER
Period of report
Jul 7, 2017
Accepted (ET)
Jul 11, 2017 · 8:30 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Jul 7, 2017 | M | 2,667 | $0.00 | A | 3,399 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Shares (T) 160707F2,F3,F4 | $0.00 | Jul 7, 2017 | F | 1,335 | D | Jul 7, 2020 | — | Ordinary Shares | 16,010 | 14,675 | D |
| Restricted Shares (T) 160707F2,F1,F4 | $0.00 | Jul 7, 2017 | M | 2,667 | D | Jul 7, 2020 | — | Ordinary Shares | 14,675 | 12,008 | D |
| Restricted Shares (S) 160707F5,F4 | $0.00 | holding | — | — | — | Jan 4, 2018 | — | Ordinary Shares | 11,890 | 11,890 | D |
| Restricted Shares (R) 160707F5,F4 | $0.00 | holding | — | — | — | Jan 4, 2018 | — | Ordinary Shares | 3,260 | 3,260 | D |
| Restricted Shares (P) 160707F6,F4 | $0.00 | holding | — | — | — | Jan 31, 2019 | — | Ordinary Shares | 32,020 | 32,020 | D |
| Restricted Shares (T) 170329F2,F4 | $0.00 | holding | — | — | — | Mar 29, 2012 | — | Ordinary Shares | 14,980 | 14,980 | D |
| Restricted Shares (P) 170329F6,F4 | $0.00 | holding | — | — | — | Jan 31, 2020 | — | Ordinary Shares | 29,960 | 29,960 | D |
| Restricted Shares (T) 170329F2,F4 | $0.00 | holding | — | — | — | Mar 29, 2012 | — | Ordinary Shares | 14,980 | 14,980 | D |
| Restricted Shares (P) 170329F6,F4 | $0.00 | holding | — | — | — | Jan 31, 2020 | — | Ordinary Shares | 29,960 | 29,960 | D |
Explanation of responses
- F1Represents the vested portion of a restricted stock unit grant converting to ordinary shares.
- F2Represents a restricted stock unit grant that vests annually in fourths beginning one year from the date of the award. Date shown reflects the date upon which the award is fully vested.
- F3Represents shares cash cancelled to cover payroll tax liability on vesting of previously granted restricted stock units.
- F4This restricted stock unit grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.
- F5In connection with the planned transaction between ARRIS Group, Inc. and Pace plc, pursuant to Section 4985 of the Code, an excise tax may be imposed on the ARRIS officers. To avoid the excise tax becoming due on such equity awards, the ARRIS board of directors approved the accelerated vesting of certain equity awards. The number here represents shares of ARRIS acquired pursuant to the accelerated vesting.
- F6Represents a restricted stock unit 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.