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^*

TEMPLETON MARK B

(Last)

(First)

(Middle)

C/O CITRIX SYSTEMS, INC.

851 WEST CYPRESS CREEK ROAD

(Street)

FORT LAUDERDALE

33309

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CITRIX SYSTEMS INC [ CTXS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2012

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⁽¹⁾	02/16/2012		A		120,000	A	$0	236,467	D
Common Stock⁽²⁾	02/16/2012		F		2,740	D	$75.55	233,727	D
Common Stock⁽³⁾	02/16/2012		A		27,930	A	$0	261,657	D
Common Stock								76,126	I	The Mark B. Templeton Revocable Trust, dated June 6, 2004⁽⁴⁾

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)

Explanation of Responses:

1. These shares of Common Stock are issuable pursuant to a grant of restricted stock units (the "RSU Grant") pursuant to the Citrix Systems, Inc. (the "Company") long-term incentive program (the "Program") established under the Company's Amended and Restated 2005 Equity Incentive Plan, as amended. As of February 16, 2012, such RSU Grant was fully vested pursuant to the Program. Each vested restricted stock unit entitles the Reporting Person to one share of the Company's Common Stock, payable following the earliest of (i) six months and one day following the Reporting Person's separation from service with the Company, (ii) the Reporting Person's death, and (iii) the effective date of a Change-in-Control (as defined in the long term incentive agreement entered into between the Company and the Reporting Person).

2. Represents shares withheld from the RSU Grant awarded under the Program to cover associated tax obligations.

3. These shares of common stock are issuable pursuant to awards of performance-based restricted stock units that vest in three annual installments, with 33.4% vesting on the first anniversary of March 30, 2011 (the "grant date") and 33.3% vesting on each of the second and third anniversaries of the grant date.

4. These shares are held by the Mark B. Templeton Revocable Trust, dated June 6, 2004. The reporting person disclaims beneficial ownership with respect to shares held by The Mark B. Templeton Revocable Trust, except to the extent of his pecuniary interest therein.

Remarks:

	/s/Antonio G. Gomes, Attorney-in-Fact for Mark B. Templeton	02/21/2012
	** 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.
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