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^*

Hartwell Kimberly Seymour

(Last)

(First)

(Middle)

13625 TECHNOLOGY DRIVE

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADC TELECOMMUNICATIONS INC [ ADCT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Global Go-To-Market

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2008

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	07/30/2008		M		643	A	$0	1,995	D
Common Stock	07/30/2008		F		192	D	$9.67	1,803	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)
Restricted Stock Units (Time)	$0	07/30/2008		M			643	⁽¹⁾	⁽¹⁾	Common Stock	643	$0	0	D
Restricted Stock Units (Performance)	$0	07/31/2008		A		2,500		⁽²⁾	⁽²⁾	Common Stock	2,500	$0	2,500	D
Incentive Stock Option (Right to Buy)	$9.46	07/31/2008		A		5,000		⁽³⁾	07/31/2015⁽³⁾	Common Stock	5,000	$0	5,000	D
Restricted Stock Units (Time)	$0	07/31/2008		A		1,667		⁽⁴⁾	⁽⁴⁾	Common Stock	1,667	$0	1,667	D

Explanation of Responses:

1. Grant date 7/30/04; these restricted stock units have now fully vested.

2. Grant date 7/31/08; performance based restricted stock units that vest four years from the date of grant based on the extent to which the company attains specified performance goals during a four year measurement period. Based on the company's level of performance during this four year measurement period, the units of restricted stock will be settled in shares of common stock upon vesting in amounts ranging anywhere from zero to two times the number of units, provided the reporting person remains an employee of the company on the vesting date.

3. Grant date 7/31/08; incentive stock options that vest one-quarter per year beginning on the first anniversary of the date of grant. Any unvested portions are subject to forfeiture upon termination of employment.

4. Grant date 7/31/08; time based restricted stock units that vest fully on the fourth anniversary of the date of grant. These units of restricted stock will be settled one for one in shares of common stock upon vesting, provided that the reporting person remains employed by the company on the vesting date.

	/s/ Kimberly S. Kartwell	07/31/2008
	** 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).
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