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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BROCADE COMMUNICATIONS SYSTEMS INC [ BRCD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/10/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/10/2004 | A(1) | 121,668 | A | $5.71 | 855,180 | I | By Partnership(2) | ||
Common Stock | 30,889 | I | by Son(3) | |||||||
Common Stock | 22,889 | I | By Daughter(4) | |||||||
Common Stock | 22,889 | I | By Daughter 2(5) | |||||||
Common Stock | 22,889 | I | By Daughter 3(6) | |||||||
Common Stock | 06/10/2004 | A(1) | 1,172 | A | $5.71 | 175,372 | I | By Trust(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-qualified Stock Option (right to buy)(8) | $4.55 | 01/27/2004 | 01/27/2013 | Common Stock | 250,000 | 250,000 | D | ||||||||
Non-qualified Stock Option (right to buy)(9) | $4.55 | 07/27/2003 | 01/27/2013 | Common Stock | 213,781 | 213,781 | D | ||||||||
Non-qualified Stock Option (right to buy)(10) | $5.53 | 09/15/2003 | 08/15/2010 | Common Stock | 250,000 | 250,000 | D | ||||||||
Non-Qualified Stock Option (right to buy)(11) | $5.84 | 06/21/2004 | 05/21/2011 | Common Stock | 325,000 | 325,000 | D |
Explanation of Responses: |
1. In connection with Brocade?s acquisition of Rhapsody Networks, Inc., Brocade issued shares of its common stock as settlement for a claim made by the Rhapsody Shareholder Representative in exchange for a release of claims. Mr. Klayko received the shares as part of the settlement because he is a former Rhapsody shareholder. |
2. Shares held by Genesis Management Investments Limited Partnership, over which the Reporting Person and his spouse exercise investment and voting control. |
3. Beneficial ownership disclosure only. Shares held by Reporting Person's son, as to which Reporting Person disclaims beneficial ownership. |
4. Beneficial ownership disclosure only. Shares held by Reporting Person's daughter, as to which Reporting Person disclaims beneficial ownership. |
5. Beneficial ownership disclosure only. Shares held by Reporting Person's daughter 2. |
6. Beneficial ownership disclosure only. Shares held by Reporting Person's daughter 3. |
7. Shares held by the Klayko Living Trust, over which the Reporting Person and his spouse exercise investment and voting control. |
8. Beneficial ownership disclosure only. 62,500 options vest on January 27, 2004; 187,500 options vest monthly from February 27, 2004 through January 27, 2007. |
9. Beneficial ownership disclosure only. 53,446 options vest on July 27, 2003; 160,335 options vest monthly from August 27, 2003 through January 27, 2005. |
10. Beneficial ownership disclosure only. Options vest monthly from September 15, 2003 through August 15, 2007. |
11. Beneficial ownership disclosure only. Option vests monthly over three years beginning on date of grant. |
Remarks: |
/s/ Richard Deranleau, attorney in fact for Michael Klayko | 06/14/2004 | |
** 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. |