Sec Form 4 Filing - Losty Mary @ PROCERA NETWORKS, INC. - 2015-06-04

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 Losty Mary 2. Issuer Name and Ticker or Trading Symbol PROCERA NETWORKS, INC. [ PKT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PROCERA NETWORKS, INC., 47448 FREMONT BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2015 (Street) FREMONT, CA94538 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 06/04/2015 U 173,249 D 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 NQ - Stock Option (Right to Buy) $ 28.7 06/05/2015 D( 2 ) 5,000 ( 3 ) 03/29/2017 Common Stock 5,000 $ 0 0 D NQ - Stock Option (Right to Buy) $ 11.8 06/05/2015 D( 2 ) 375 01/30/2008 01/30/2018 Common Stock 375 $ 0 0 D NQ - Stock Option (Right to Buy) $ 14.5 06/05/2015 D( 2 ) 375 04/01/2008 04/01/2018 Common Stock 375 $ 0 0 D NQ - Stock Option (Right to Buy) $ 14 06/05/2015 D( 2 ) 375 07/01/2008 07/01/2018 Common Stock 375 $ 0 0 D NQ - Stock Option (Right to Buy) $ 9 06/05/2015 D( 4 ) 375 10/01/2008 10/01/2018 Common Stock 375 $ 0 0 D NQ - Stock Option (Right to Buy) $ 8.7975 06/05/2015 D( 4 ) 1,424 01/01/2009 01/01/2019 Common Stock 1,424 $ 0 0 D NQ - Stock Option (Right to Buy) $ 6.1988 06/05/2015 D( 4 ) 1,566 04/01/2009 04/01/2019 Common Stock 1,566 $ 0 0 D NQ - Stock Option (Right to Buy) $ 6.001 06/05/2015 D( 4 ) 1,809 07/01/2009 07/01/2019 Common Stock 1,809 $ 0 0 D NQ - Stock Option (Right to Buy) $ 5.6981 06/05/2015 D( 4 ) 1,505 10/01/2009 10/01/2019 Common Stock 1,505 $ 0 0 D NQ - Stock Option (Right to Buy) $ 4.9007 06/05/2015 D( 4 ) 2,126 01/04/2010 01/04/2020 Common Stock 2,126 $ 0 0 D NQ - Stock Option (Right to Buy) $ 4.3 06/05/2015 D( 4 ) 375 04/01/2010 04/01/2020 Common Stock 375 $ 0 0 D NQ - Stock Option (Right to Buy) $ 4.3 06/05/2015 D( 4 ) 375 07/01/2010 07/01/2020 Common Stock 375 $ 0 0 D NQ - Stock Option (Right to Buy) $ 5.3 06/05/2015 D( 4 ) 375 10/01/2010 10/01/2020 Common Stock 375 $ 0 0 D

Reporti ng Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Losty Mary C/O PROCERA NETWORKS, INC. 47448 FREMONT BLVD. FREMONT, CA94538 X Signatures /s/ Jeffrey Hartlin, as Attorney-in-Fact 06/05/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person tendered the shares in exchange for $11.50 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes, in the tender offer made pursuant to the Agreement and Plan of Merger, dated April 21, 2015, by and among the Issuer, KDR Holding, Inc. and KDR Acquisition, Inc. (the "Merger Agreement"). ( 2 )This option was canceled for no consideration pursuant to the terms of the Merger Agreement. ( 3 )The shares subject to this option vested in 4 equal consecutive quarterly installments commencing on March 31, 2007. ( 4 )This option was canceled pursuant to the terms of the Merger Agreement and converted into an amount in cash equal to the product of (a) the excess of $11.50 over the exercise price of this option, and (b) the number of shares subject to this option.

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.