Sec Form 4 Filing - Lo Selina Y @ RUCKUS WIRELESS INC - 2016-05-27

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
Lo Selina Y
2. Issuer Name and Ticker or Trading Symbol
RUCKUS WIRELESS INC [ RKUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, CEO
(Last) (First) (Middle)
C/O RUCKUS WIRELESS, INC., 350 WEST JAVA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/27/2016
(Street)
SUNNYVALE, CA94089
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 05/27/2016 D 197,171 D 0 I By Selina Lo Family Trust Dated December 4, 2012
Common Stock 05/27/2016 D 1,532,960 D 0 I By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97
Common Stock 05/27/2016 D 268,597 D 0 I By The Lo 1999 Family Trust
Common Stock 05/27/2016 D 7,800 D 0 I By The 2003 Irrevocable Trust
Common Stock 05/27/2016 D 11,099 D 0 I By The 2004 Irrevocable Trust
Common Stock 05/27/2016 D 2,647 D 0 I By Moonlight, LLC
Common Stock 05/27/2016 D 367,004 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Der ivative 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
Stock Option (Right to Buy) $ 0.43 05/27/2016 D 1,754,904 ( 3 ) 01/17/2018 Common Stock 1,754,904 ( 3 ) 0 D
Stock Option (Right to Buy) $ 0.82 05/27/2016 D 700,000 ( 3 ) 11/22/2019 Common Stock 700,000 ( 3 ) 0 D
Stock Option (Right to Buy) $ 5.71 05/27/2016 D 2,250,000 ( 3 ) 06/18/2022 Common Stock 2,250,000 ( 3 ) 0 D
Stock Option (Right to Buy) $ 16.19 05/27/2016 D 270,000 ( 4 ) 10/24/2023 Common Stock 270,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 13.47 05/27/2016 D 200,000 ( 5 ) 09/30/2024 Common Stock 200,000 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lo Selina Y
C/O RUCKUS WIRELESS, INC.
350 WEST JAVA DRIVE
SUNNYVALE, CA94089
X President, CEO
Signatures
/s/ Seamus Hennessy, as attorney in fact 05/27/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed 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.
( 2 )Disposed 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).
( 3 )Disposed 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.
( 4 )Disposed 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.
( 5 )Disposed 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.

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