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^*

BRAUNEIS PAUL F

(Last)

(First)

(Middle)

C/O SYCAMORE NETWORKS, INC.

220 MILL ROAD

(Street)

CHELMSFORD

01824

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYCAMORE NETWORKS INC [ SCMR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO, VP Finance & Admin, Treas

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2011

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	06/27/2011		M		500	A	$20.4595	500	D
Common Stock	06/27/2011		S⁽¹⁾		500	D	$22.5	0	D
Common Stock	06/28/2011		M		24,500	A	$20.4595	24,500	D
Common Stock	06/28/2011		S⁽¹⁾		24,500	D	$22.5092⁽²⁾	0	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)
Non-Qualified Stock Option (Right to Buy)	$20.4595⁽³⁾	06/27/2011		A			500⁽³⁾	11/12/2008⁽⁴⁾	11/12/2017	Common Stock	500	$0.00	133,960	D
Non-Qualified Stock Option (Right to Buy)	$20.4595⁽³⁾	06/28/2011		A			24,500⁽³⁾	11/12/2008⁽⁴⁾	11/12/2017	Common Stock	24,500	$0.00	109,460	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2011.

2. This transaction was executed in multiple trades at prices ranging from $22.50 to $22.56 per share. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

3. Amount takes into account adjustments made to the exercise prices and option awards share numbers following the implementation of the previously announced 1-for-10 reverse stock split of the Company's Common Stock, which became effective at 5:00 p.m., Eastern Time, on December 21, 2009 and the payment of cash distributions of $1.00 and $6.50 per share of Common Stock on December 15, 2009 and December 22, 2010, respectively. Under the terms of the reverse stock split, every ten shares of the Company's issued and outstanding Common Stock immediately prior to the effective time were combined into one share of Common Stock.

4. Options vested 20% on November 12, 2008 and 5% quarterly thereafter. Option will become fully vested on November 12, 2012.

Remarks:

	By: /s/ Anthony Petrillo For: Paul F. Brauneis	06/29/2011
	** 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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