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^*

HINDMAN STEVEN G

(Last)

(First)

(Middle)

C/O VISUAL NETWORKS INC

2092 GAITHER RD

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VISUAL NETWORKS INC [ VNWK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP, Prod Mgt and Mkt

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2003

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	08/28/2003		P		9,935	A	$1.4	29,739⁽¹⁾	D
Common Stock	08/28/2003		P		65	A	$1.48	29,804⁽¹⁾	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)
Employee Stock Option (right to buy)	$3.125							⁽²⁾	11/10/2010	Common Stock	128,000		128,000	D
Employee Stock Option (right to buy)	$3.125							⁽³⁾	11/10/2010	Common Stock	172,000		300,000	D
Employee Stock Option (right to buy)	$1.9							⁽⁴⁾	10/16/2011	Common Stock	100,000		400,000	D
Employee Stock Option (right to buy)	$0.969							⁽⁵⁾	07/10/2012	Common Stock	19,444		519,444	D
Employee Stock Option (right to buy)	$0.969							⁽⁶⁾	07/10/2012	Common Stock	80,556		500,000	D

Explanation of Responses:

1. Held in the name of Steven G. Hindman and Ann Hindman.

2. On November 10, 2000, Mr. Hindman was granted an incentive stock option to purchase 128,000 shares of common stock, vesting 32,000 shares on November 10, 2001 and monthly thereafter through June 10, 2004.

3. On November 10, 2000, Mr. Hindman was granted a non-qualified stock option to purchase 172,000 shares of common stock, vesting 43,000 shares on November 10, 2001 and monthly thereafter through November 10, 2004.

4. On October 16, 2001, Mr. Hindman was granted a non-qualified stock option to purchase 100,000 shares of common stock, vesting in 36 equal monthly installments beginning on November 16, 2001.

5. On July 10, 2002, Mr. Hindman was granted an incentive stock option to purchase 19,000 shares of common stock, vesting in 12 equal monthly installments beginning on July 10, 2005.

6. On July 10, 2002, Mr. Hindman was granted an non-qualified stock option to purchase 80,556 shares of common stock, vesting 13,889 shares in 12 equal monthly installments beginning December 10, 2002 and the remainder in 24 equal monthly installments beginning on December 10, 2003.

	/s/ Steven G. Hindman	08/29/2003
	** 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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