Sec Form 4 Filing - Macken Patrick W @ ARRIS GROUP INC - 2016-01-04

Insider filing report for Changes in Beneficial Ownership
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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
Macken Patrick W
2. Issuer Name and Ticker or Trading Symbol
ARRIS GROUP INC [ ARRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, GEN COUNSEL AND SECRETARY
(Last) (First) (Middle)
3871 LAKEFIELD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2016
(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 ( 1 ) 01/04/2016 D 2,066 D $ 0 0 D
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
Restricted stock (T) 150330 ( 1 ) ( 2 ) $ 0 01/04/2016 D 9,030 ( 3 ) ( 4 ) Common Stock 9,030 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Macken Patrick W
3871 LAKEFIELD DRIVE
SUWANEE, GA30024
SVP, GEN COUNSEL AND SECRETARY
Signatures
/s/ Patrick W. Macken 01/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 4 January 2016, ARRIS Group, Inc. ("ARRIS") and Pace plc ("Pace") consummated a transaction (the "Combination") pursuant to which each of ARRIS and Pace was acquired by a new English holding company, ARRIS International plc ("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. The number here represents shares of ARRIS disposed of pursuant to the Merger.
( 2 )This restricted stock award grant was previously reported on Table I. After further analysis, it was determined that reporting this holding on Table II more accurately reflected the type and intent of the award grant.
( 3 )Represents a restricted stock grant which vests in four equal annual installments beginning one year from the grant date.
( 4 )This restricted stock grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.

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