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^*

Suffern Robert C.

(Last)

(First)

(Middle)

1100 COMMSCOPE PLACE, SE

(Street)

HICKORY

28602

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMSCOPE INC [ CTV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2011

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	01/14/2011		D		1,140	D	$31.5	0	D
Common Stock	01/14/2011		D		1,101.03	D	$31.5	0	I	By Savings Plan⁽¹⁾

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)
Stock Options	$29.51	01/14/2011		D			18,790	⁽²⁾	01/20/2020	Common Stock	18,790	⁽²⁾	0	D
Stock Options	$9.8	01/14/2011		D			4,125	⁽²⁾	03/24/2019	Common Stock	4,125	⁽²⁾	0	D
Restricted Stock Units	$0	01/14/2011		D			961	⁽³⁾	01/22/2011	Common Stock	961	⁽³⁾	0	D
Performance Share Units	$0	01/14/2011		D			685	⁽⁴⁾	01/22/2011	Common Stock	685	⁽⁴⁾	0	D
Performance Share Units	$0	01/14/2011		D			3,907	⁽⁵⁾	01/12/2014	Common Stock	3,907	⁽⁵⁾	0	D

Explanation of Responses:

1. Shares held by Savings Plan as of January 14, 2011.

2. This option, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant, was disposed of pursuant to the Merger Agreement by conversion into an option to acquire shares of Cedar I Holding common stock valued at $31.50 per share.

3. These restricted stock units which provided for vesting in one installment on the third anniversary of the date of grant, were cancelled and disposed of pursuant to the Merger Agreement in exchange for $31.50 in cash for each share of the Issuer's common stock subject to such restricted stock units. The restricted stock units vest in one installment on the third anniversary of the date of grant.

4. These performance share units, which provided for vesting in one installment on the third anniversary of the date of grant, subject to achievement of performance criteria, were cancelled and disposed of pursuant to the Merger Agreement in exchange for $31.50 in cash for each share of the Issuer's common stock subject to such performance share units.

5. These performance share units, which provided for vesting in one installment on or before February 28, 2011, subject to achievement of performance criteria, were cancelled and disposed of pursuant to the Merger Agreement in exchange for $31.50 in cash for each share of the Issuer's common stock subject to such performance share units.

Remarks:

	/s/Robert C. Suffern	01/19/2011
	** 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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