Sec Form 4 Filing - Chang Eric @ AVIAT NETWORKS, INC. - 2016-05-02

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
Chang Eric
2. Issuer Name and Ticker or Trading Symbol
AVIAT NETWORKS, INC. [ AVNW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Corporate Controller & PAO
(Last) (First) (Middle)
AVIAT NETWORKS INC., 5200 GREAT AMERICA PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
05/02/2016
(Street)
SANTA CLARA, CA95054
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 05/02/2016 A 21,598 ( 1 ) A $ 0 96,598 D
Common Stock 05/02/2016 A 21,598 ( 2 ) A $ 0 118,196 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chang Eric
AVIAT NETWORKS INC.
5200 GREAT AMERICA PARKWAY
SANTA CLARA, CA95054
VP, Corporate Controller & PAO
Signatures
/s/ Eric Chang 05/03/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Performance share units, which are subject to vesting. Vesting requires both (a) continuing employment with the Corporation, and (b) achievement of at least the minimum performance and time result for the three-year period set forth in the Specific Terms and Conditions. Once shares have achieved their performance components, they will vest to the holder, 3 years from the DOG with the exception of the 3rd tranche which will vest upon confirmation from the BOD of achievement of the 3rd performance metric requirement. Unvested performance share units are subject to cancellation by the Corporation at $0.01 per share if eligible employment ends or, following the determination of actual Corporation performance versus metrics, to the extent such performance share units do not vest.
( 2 )100% of the shares subject to the award shall vest three years from the grant date, contingent upon continued employment.

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