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^*

Miller Andrew M.

(Last)

(First)

(Middle)

4750 WILLOW ROAD

(Street)

PLEASANTON

94588

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
POLYCOM INC [ PLCM ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2010

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	11/04/2010		M		12,500	A	$0	32,899	D
Common Stock	11/04/2010		F		4,858	D	$34.65	28,041	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)
Performance Shares	$0	11/04/2010		M			12,500⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	12,500	$0	62,500⁽¹⁾	D
Performance Shares	$0	11/04/2010		A		17,500		⁽²⁾	⁽²⁾	Common Stock	17,500	$0	17,500	D
Restricted Stock Units	$0	11/04/2010		A		17,500		⁽³⁾	⁽³⁾	Common Stock	17,500	$0	17,500	D

Explanation of Responses:

1. On November 4, 2010, the independent members of Polycom's Board of Directors certified the achievement of targets for market share and revenue for certain products. The Performance Shares vested as to 12,500 shares on that date. The remaining 62,500 shares under the Performance Shares vest on each six-month anniversary of the August 4, 2009 grant date commencing 18 months after the grant date and ending 42 months after the grant date, contingent upon the achievement of targets for Total Shareholder Return. The actual total shares that may vest ranges from 0% to 200% of the remaining 62,500 share target amount, depending upon performance. Vesting of all shares further is contingent on continued employment through the applicable vesting date. The award shall be fully vested as of February 4, 2013 or upon the date performance is certified, if later.

2. Each Target Performance Share represents a contingent right to receive one share of Polycom, Inc. common stock. The number of shares reflected in this filing is at the target award level. The actual shares that may vest ranges from 0% to 200% of the target amount, depending upon performance.The Performance Shares vest upon achievement of certain performance criteria based on Total Shareholder Return and are scheduled to vest as to one-third of the total target award on each of the first three (3) anniversaries of the November 4, 2010 Grant Date (or such later date as the Compensation Committee certifies achievement of the performance criteria).

3. This Restricted Stock Unit Award is scheduled to vest as to one-third of the total shares awarded on each of the first three (3) anniversaries of the November 4, 2010 Grant Date, until fully vested on November 4, 2013.

Remarks:

	/s/ JoAnne Zinman , Attorney-in-Fact for Andrew M. Miller	11/08/2010
	** 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).
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