Sec Form 4 Filing - Gursahaney Naren K @ ADT Corp - 2016-05-02

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 Gursahaney Naren K 2. Issuer Name and Ticker or Trading Symbol ADT Corp [ ADT] 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) 1501 YAMATO ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2016 (Street) BOCA RATON, FL33431 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 D( 1 ) 292,598 ( 1 ) D $ 0 ( 2 ) 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 Employee Stock Option (Right to Buy) $ 34.1771 05/02/2016 D( 3 ) 110,850 ( 4 ) 07/02/2017 Common Stock 110,850 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 28.4959 05/02/2016 D( 3 ) 54,644 ( 5 ) 08/17/2018 Common Stock 54,644 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 21.6169 05/02/2016 D( 3 ) 148,633 ( 6 ) 09/30/2019 Common Stock 148,633 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 18.5745 05/02/2016 D( 3 ) 201,873 ( 7 ) 10/06/2018 Common Stock 201,873 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 23.8843 05/02/2016 D( 3 ) 123,965 ( 8 ) 10/11/2020 Common Stock 123,965 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 28.387 05/02/2016 D( 3 ) 104,293 ( 9 ) 10/11/2021 Common Stock 104,293 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 33.81 05/02/2016 D( 3 ) 124,190 ( 10 ) 11/12/2025 Common Stock 124,190 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 35.98 05/02/2016 D( 3 ) 119,400 ( 11 ) 11/13/2024 Common Stock 119,400 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 30.8309 05/02/2016 D( 3 ) 137,587 ( 12 ) 11/20/2016 Common Stock 137,587 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gursahaney Naren K 1501 YAMATO ROAD BOCA RATON, FL33431 X President/CEO Signatures /s/ Lorna R. Simms, Attorney-in-Fact 05/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 2, 2016, pursuant to the merger agreement, dated as of February 14, 2016 (the "Merger Agreement"), entered into by and among the Issuer, Prime Security Services Borrower, LLC, a Delaware limited liability company ("Parent"), Prime Security One MS, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Prime Security Services Parent, Inc., a Delaware corporation, and Prime Security Services TopCo Parent, L.P., a Delaware limited partnership, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Includes 61,963 restricted stock units ("RSUs"). ( 2 )Pursuant to the Merger Agreement, (a) at the effective time of the Merger, each outstanding share of the Issuer's common stock was converted into the right to receive $42.00 in cash, without interest, and (b) immediately prior to the effective time of the Merger, any vesting conditions applicable to each outstanding RSU accelerated in full, and each such unit was cancelled and the holder thereof was entitled to receive an amount in cash, without interest, equal to the product of (i) the total number of shares subject to such units immediately prior to the effective time multiplied by (ii) $42.00. ( 3 )Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding option to purchase shares of Issuer common stock became immediately vested and was cancelled and the holder thereof was entitled to receive an amount in cash, without interest, equal to the product of (i) the number of shares subject to such option, multiplied by (ii) the excess, if any, of $42.00 over the exercise price of the option. ( 4 )This option provided for vesting in equal increments on July 2, 2008, 2009, 2010 and 2011. ( 5 )This option provided for vesting in equal increments on August 18, 2011 and 2012. ( 6 )This option provided for vesting in equal increments on October 1, 2010, 2011, 2012 and 2013. ( 7 )This option provided for vesting in equal increments on October 7, 2009, 2010, 2011 and 2012. ( 8 )This option provided for vesting in equal increments on October 12, 2011, 2012, 2013 and 2014. ( 9 )This option provided for vesting in equal increments on October 12, 2012, 2013, 2014 and 2015. ( 10 )This option provided for vesting in equal increments on November 13, 2016, November 13, 2017, November 13, 2018 and November 13, 2019. ( 11 )This option provided for vesting in equal increments on November 14, 2015, November 14, 2016, November 14, 2017 and November 14, 2018. ( 12 )This option provided for vesting in equal increments on November 21, 2007, 2008, 2009 and 2010.

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