Sec Form 4 Filing - O'Loughlin Timothy R @ ARRIS International plc - 2019-04-04

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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
O'Loughlin Timothy R
2. Issuer Name and Ticker or Trading Symbol
ARRIS International plc [ ARRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
PRESIDENT,NORTH AMERICAN SALES
(Last) (First) (Middle)
3871 LAKEFIELD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/04/2019
(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
Ordinary Shares 04/04/2019 D 34,210 ( 1 ) D $ 31.75 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
Restricted Shares $ 0 04/04/2019 D 19,735 ( 2 ) ( 3 ) Ordinary Shares 19,735 ( 2 ) 0 D
Restricted Shares $ 0 04/04/2019 D 18,725 ( 2 ) ( 3 ) Ordinary Shares 18,725 ( 2 ) 0 D
Restricted Shares $ 0 04/04/2019 D 31,050 ( 4 ) ( 3 ) Ordinary Shares 31,050 ( 4 ) 0 D
Restricted Shares $ 0 04/04/2019 D 5,427 ( 5 ) 07/07/2020 Ordinary Shares 5,427 ( 5 ) 4,441 D
Restricted Shares $ 0 04/04/2019 D 4,441 ( 6 ) 07/07/2020 Ordinary Shares 4,441 ( 6 ) 0 D
Restricted Shares $ 0 04/04/2019 D 5,150 ( 5 ) 03/29/2021 Ordinary Shares 5,150 ( 5 ) 4,213 D
Restricted Shares $ 0 04/04/2019 D 4,213 ( 6 ) 03/29/2021 Ordinary Shares 4,213 ( 6 ) 0 D
Restricted Shares $ 0 04/04/2019 D 8,539 ( 5 ) 03/30/2022 Ordinary Shares 8,539 ( 5 ) 6,986 D
Restricted Shares $ 0 04/04/2019 D 6,986 ( 6 ) 03/30/2022 Ordinary Shares 6,986 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Loughlin Timothy R
3871 LAKEFIELD DRIVE
SUWANEE, GA30024
PRESIDENT,NORTH AMERICAN SALES
Signatures
/s/ Patrick W. Macken 04/08/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of that certain Bid Conduct Agreement (the "Acquisition Agreement") between ARRIS International plc ("ARRIS") and CommScope Holding Company, Inc. ("CommScope"), CommScope agreed to acquire all of the issued and to be issued Ordinary Shares of ARRIS (the "Acquisition") for $31.75 per Ordinary Share by means of a court-sanctioned scheme of arrangement (the "Scheme"). On April 4, 2019, at the effective time of the Scheme (the "Effective Time"), each Ordinary Share then outstanding was automatically transferred from ARRIS shareholders in accordance with the Scheme and the Acquisition Agreement to CommScope, and the ARRIS shareholders ceased to have any rights with respect to their Ordinary Shares, except their right to receive $31.75 per Ordinary Share. This represents shares disposed of upon consummation of the Acquisition.
( 2 )At the Effective Time, this performance-based restricted stock unit grant, which provided for vesting between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period, was deemed to have satisfied its performance-based vesting conditions at the target level, and was cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of Ordinary Shares subject to such performance-based restricted stock units.
( 3 )This restricted stock unit grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.
( 4 )At the Effective Time, this performance-based restricted stock unit grant, which provided for vesting between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period, was deemed to have satisfied its performance-based vesting conditions at a level that results in performance vesting at 150% of the target level, and was cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of Ordinary Shares subject to such performance-based restricted stock units.
( 5 )At the Effective Time, 55% of the Ordinary Shares subject to this restricted stock unit grant, which provided for vesting in four equal annual installments beginning one year from the date of grant, were cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of restricted stock units being so cancelled and converted.
( 6 )At the Effective Time, 45% of the Ordinary Shares subject to this restricted stock unit grant, which provided for vesting in four equal annual installments beginning one year from the date of grant, were assumed and converted into restricted stock units denominated in shares of CommScope Common Stock equal to (i) the number of restricted stock units being so converted multiplied by (ii) an exchange ratio, (A) the numerator of which is $31.75 and (B) the denominator of which is the volume-weighted average price per share of CommScope's Common Stock for the 20 trading days prior to the Effective Time of $22.0581, but otherwise remained subject to the original terms and vesting schedule associated with such assumed restricted stock unit.

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