SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BONDERSON PAUL R JR

(Last)

(First)

(Middle)

1745 TECHNOLOGY DRIVE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROCADE COMMUNICATIONS SYSTEMS INC [ BRCD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CTO

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,180,762	I	By Trust⁽¹⁾
Common Stock								108,000	I	By Foundation⁽²⁾
Common Stock								162,000	I	By Partnrship⁽³⁾
Common Stock								6,736	I	By Son⁽⁴⁾
Common Stock								6,736	I	By Daughter⁽⁵⁾
Common Stock	05/28/2004		J⁽⁶⁾		4,174	A	$5.0575	14,675	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Option (right to buy)⁽⁷⁾	$6.54							07/10/2003	07/10/2013	Common Stock	177,334		177,334	D
Non-qualified Stock Option (right to buy)⁽⁸⁾	$6.54							07/10/2003	07/10/2013	Common Stock	110,000		110,000	D
Non-qualified Stock Option (right to buy)⁽⁹⁾	$6.54							07/10/2003	07/10/2013	Common Stock	42,945		42,945	D
Non-qualified Stock Option (right to buy)⁽¹⁰⁾	$6.54							07/10/2003	07/10/2013	Common Stock	87,280		87,280	D
Non-qualified Stock Option (right to buy)⁽¹¹⁾	$6.54							07/10/2003	07/10/2013	Common Stock	5,996		5,996	D
Non-qualified Stock Option (right to buy)⁽¹²⁾	$5.53							09/15/2003	08/15/2010	Common Stock	200,000		200,000	D
Incentive Stock Option (right to buy)⁽¹³⁾	$0.625							02/26/2000	02/26/2009	Common Stock	268,000		268,000	D

Explanation of Responses:

1. Beneficial ownership disclosure only. Shares held by the Bonderson Family Living Trust DTD 6/28/94, over which Reporting Person and his spouse exercise investment and voting control.

2. Beneficial ownership disclosure only. Shares held by the Bonderson Family Foundation, over which the Reporting Person and his spouse exercise investment and voting control.

3. Beneficial ownership disclosure only. Shares held by the PRB Family Partners LP, over which Reporting Person and his spouse exercise investment and voting control.

4. Beneficial ownership disclosure only. Shares held by the Reporting Person's son, as to which Reporting Person disclaims beneficial ownership.

5. Beneficial ownership disclosure only. Shares held by the Reporting Person's daughter, as to which Reporting Person disclaims beneficial ownership.

6. Shares were acquired under Section 423 Employee Stock Purchase Plan.

7. Beneficial ownership disclosure only. 157,593 options vest on July 10, 2003; 19,741 options vest monthly from August 1, 2003 through November 1, 2003.

8. Beneficial ownership disclosure only. 60,000 options vest monthly from November 1, 2003 through November 1, 2004; 50,000 options vest monthly from November 1, 2004 through November 1, 2005.

9. Beneficial ownership disclosure only. 38,164 options vest on July 10, 2003; 4,781 options vest monthly from August 1, 2003 through November 1, 2003.

10. Beneficial ownership disclosure only. 47,607 options vest monthly from November 1, 2003 through November 1, 2004; 39,673 options vest monthly from November 1, 2004 through November 1, 2005.

11. Beneficial ownership disclosure only. 5,996 options vest on July 10, 2003.

12. Beneficial ownership disclosure only. Options vest monthly from September 15, 2003 through August 15, 2007.

13. Beneficial ownership disclosure only. 67,000 options vest on February 26, 2000; 201,000 options vest monthly from March 26, 2000 through February 26, 2003.

Remarks:

	/s/Antonio Canova, attorney in fact for Paul R. Bonderson, Jr.	06/01/2004
	** Signature of Reporting Person	Date
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.