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^*

BOYD STEVEN D

(Last)

(First)

(Middle)

5030 SUGARLOAF PARKWAY

(Street)

LAWRENCEVILLE

30044

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC ATLANTA INC [ SFA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2006

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	02/24/2006		D⁽¹⁾		1,521	D	$43	0	I	Employee Benefit Plan

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)
Stock Option (Right to Buy)	$23.3125	02/24/2006		D			7,500	⁽²⁾	08/18/2009	Common Stock	7,500	⁽³⁾	0	D
Stock Option (Right to Buy)	$51.7813	02/24/2006		D			11,250	⁽²⁾	02/19/2010	Common Stock	11,250	⁽³⁾	0	D
Stock Option (Right to Buy)	$51.6	02/24/2006		D			8,000	⁽²⁾	02/17/2011	Common Stock	8,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$22.1	02/24/2006		D			15,000	⁽²⁾	02/16/2012	Common Stock	15,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$12.57	02/24/2006		D			12,000	⁽²⁾	02/11/2013	Common Stock	12,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$31.78	02/24/2006		D			10,000	⁽²⁾	09/29/2013	Common Stock	10,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$33.26	02/24/2006		D			20,000	⁽²⁾	02/09/2014	Common Stock	20,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$31.23	02/24/2006		D			18,000	⁽²⁾	02/20/2015	Common Stock	18,000	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger, dated as of November 18, 2005, by and among Cisco Systems, Inc. ("Cisco"), Scientific-Atlanta, Inc. ("SFA"), and Columbus Acquisition Corp. (the "Merger Agreement"), each share of SFA Common Stock issued and outstanding immediately prior to the effectiveness of the merger on February 24, 2006 (the "Effective Time"), was converted into the right to receive $43.00 in cash, without interest.

2. This option was fully vested and exercisable as of the Effective Time.

3. Pursuant to the Merger Agreement, at the Effective Time, this option was assumed by Cisco and converted into an option to purchase that number of shares of Cisco Common Stock (rounded down to the next whole share) equal to the number of shares of SFA Common Stock subject to this option multiplied by the Option Exchange Ratio at a new exercise price, determined by dividing the exercise price per share of SFA Common Stock subject to this option by the Option Exchange Ratio (rounded up to the next whole cent). The Option Exchange Ratio was 2.199.

	/s/ JoAnn B. Buck, pursuant to a Power of Attorney	03/06/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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