Sec Form 4 Filing - STANZIONE ROBERT J @ ARRIS GROUP INC - 2015-12-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STANZIONE ROBERT J 2. Issuer Name and Ticker or Trading Symbol ARRIS GROUP INC [ ARRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHAIRMAN, PRESIDENT AND CEO (Last) (First) (Middle) 3871 LAKEFIELD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/24/2015 (Street) SUWANEE, GA30024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 12/24/2015 M 251,456 ( 1 ) A $ 0 852,610 D Restricted stock (P) 130712 ( 2 ) 12/24/2015 F 46,402 ( 3 ) D $ 29.41 50,368 D Restricted stock (P) 130712 ( 2 ) 12/24/2015 M 50,368 ( 4 ) D $ 0 0 D Restricted stock (V) 130712 ( 5 ) 12/24/2015 F 38,669 ( 3 ) D $ 29.41 41,972 D Restricted stock (V) 130712 ( 5 ) 12/24/2015 M 41,972 ( 4 ) D $ 0 0 D Restricted stock (V) 150330 ( 5 ) 12/24/2015 F 37,104 ( 3 ) D $ 29.41 40,272 D Restricted stock (V) 150330 ( 5 ) 12/24/2015 M 40,272 ( 4 ) D $ 0 0 D Restricted stock (V) 140327 ( 5 ) 12/24/2015 F 29,340 ( 3 ) D $ 29.41 31,845 D Restricted stock (V) 140327 ( 5 ) 12/24/2015 M 31,845 ( 4 ) D $ 0 0 D Restricted stock (V) 130329 ( 5 ) 12/24/2015 F 13,964 ( 3 ) D $ 29.41 15,156 D Restricted stock (V) 130329 ( 5 ) 12/24/2015 M 15,156 ( 4 ) D $ 0 0 D Restricted stock (P) 130329 ( 2 ) 12/24/2015 F 55,853 ( 3 ) D $ 29.41 60,627 D Restricted stock (P) 130329 ( 2 ) 12/24/2015 M 60,627 ( 4 ) D $ 0 0 D Restricted stock (V) 120328 ( 5 ) 12/24/2015 F 10,333 ( 3 ) D $ 29.41 11,216 D Restricted stock (V) 120328 ( 5 ) 12/24/2015 M 11,216 ( 4 ) D $ 0 0 D Restricted stock (P) 150330 ( 2 ) 154,750 D Restricted stock (P) 140327 ( 2 ) 163,160 D Common stock ( 6 ) 95,265 I By 2015 Grantor Retainer Annuity Trust Account

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STANZIONE ROBERT J 3871 LAKEFIELD DRIVE SUWANEE, GA30024 X CHAIRMAN, PRESIDENT AND CEO Signatures /s/ Lawrence A. Margolis, Attorney-in-Fact 12/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In 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. ( 2 )Represents a restricted stock 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. ( 3 )Represents shares withheld to cover payroll tax liability on vesting of previously granted restricted shares. ( 4 )Represents the vested portion of a award grant converting to common stock. ( 5 )Represents a restricted stock grant which vests in four equal annual installments beginning one year from the grant date. ( 6 )Represents shares held by indirect beneficial ownership.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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