Sec Form 4 Filing - STANZIONE ROBERT J @ ARRIS GROUP INC - 2012-02-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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 & CEO
(Last) (First) (Middle)
3871 LAKEFIELD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2012
(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 ) 02/03/2012 M 35,000 A $ 6.44 469,358 D
Common stock ( 1 ) 02/03/2012 S 35,000 D $ 12.0277 ( 2 ) 434,358 D
Restricted stock ( 3 ) 47,086 D
Restricted stock ( 4 ) 60,000 D
Restricted stock ( 5 ) 58,593 D
Restricted stock ( 6 ) 104,166 D
Restricted stock ( 7 ) 72,820 D
Restricted stock ( 8 ) 145,640 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
Stock option $ 6.44 02/03/2012 M 35,000 ( 9 ) 04/18/2012 Common stock 35,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STANZIONE ROBERT J
3871 LAKEFIELD DRIVE
SUWANEE, GA30024
X Chairman & CEO
Signatures
/s/ RJ Stanzione 02/08/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares sold were subject to an existing Rule 10b5-1 Sales Plan.
( 2 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.11, inclusive. The reporting person undertakes to provide the issuer or any secuirty holder of the issuer or the staff of the Security and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price witin the ranges set forth in this footnote.
( 3 )Represents a restricted stock grant which vests annually in fourths on the anniversary of the grant date, which was March 28, 2008.
( 4 )Represents a restricted stock grant which vests annually in fourths beginning on March 30, 2010(the "vesting date")and on each successive anniversary of the vesting date.
( 5 )Represents a restricted stock grant which vests annually in fourths beginning on March 25, 2011 (the "vesting date") and on each successive anniversary of the vesting dates.
( 6 )Represents a restricted stock grant which is in part performance-based. 26,042 shares of the grant are guaranteed and vested on 3/25/2011.0 to 104,166 of the grant are subject to the Company's shareholder return as compared to the NASDAQ Composite shareholder return over the three year period ended 12/31/2012 and will vest on 1/31/2013.
( 7 )Represents a restricted stock grant which vests annually in fourths beginning on March 31, 2012(the "vesting date") and on each successive anniversary of the vesting dates.
( 8 )Represents a restricted stock grant which is performance-based. 0 to 145,640 of the grant are subject to the Company's shareholder return as compared to the NASDAQ Composite shareholder return over the three year period ended 12/31/2013 and will vest on 1/31/2014.
( 9 )Stock options are currently fully exercisable

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.