0001209191-16-124064.txt : 20160527 0001209191-16-124064.hdr.sgml : 20160527 20160527163920 ACCESSION NUMBER: 0001209191-16-124064 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160527 FILED AS OF DATE: 20160527 DATE AS OF CHANGE: 20160527 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RUCKUS WIRELESS INC CENTRAL INDEX KEY: 0001294016 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 542072041 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 350 WEST JAVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 650-265-4200 MAIL ADDRESS: STREET 1: 350 WEST JAVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: Video54 Technologies Inc DATE OF NAME CHANGE: 20040616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Maples Scott R. CENTRAL INDEX KEY: 0001559566 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35734 FILM NUMBER: 161682910 MAIL ADDRESS: STREET 1: C/O RUCKUS WIRELESS, INC. STREET 2: 350 WEST JAVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-05-27 1 0001294016 RUCKUS WIRELESS INC RKUS 0001559566 Maples Scott R. C/O RUCKUS WIRELESS, INC. 350 WEST JAVA DRIVE SUNNYVALE CA 94089 0 1 0 0 V.P. Legal & General Counsel Common Stock 2016-05-27 4 D 0 61960 D 0 D Stock Option (Right to Buy) 4.63 2016-05-27 4 D 0 166800 D 2022-03-22 Common Stock 166800 0 D Stock Option (Right to Buy) 5.71 2016-05-27 4 D 0 110000 D 2022-06-27 Common Stock 110000 0 D Stock Option (Right to Buy) 16.75 2016-05-27 4 D 0 20000 D 2023-09-30 Common Stock 20000 0 D Stock Option (Right to Buy) 13.47 2016-05-27 4 D 0 25000 D 2024-09-30 Common Stock 25000 0 D Disposed of pursuant to the Agreement and Plan of Merger by and among Brocade Communications Systems, Inc. ("Brocade"), Stallion Merger Sub Inc. (a wholly owned subsidiary of Brocade) and Issuer, dated as of April 3, 2016 (the "Merger Agreement"), whereby (i) 15,085 shares of Issuer common stock were exchanged for the per share consideration equal to $6.45 in cash and 0.75 of a share of Brocade common stock, with any fractional shares being paid in cash as provided in the Merger Agreement; and (ii) 46,875 shares of Issuer common stock underlying Issuer restricted stock unit awards were canceled and replaced with a number of restricted stock units with respect to shares of Brocade common stock, rounded down to the nearest whole number of shares, equal to the product of (x) 46,875 and (y) the quotient obtained by dividing the Equity Award Cash Consideration (as defined in the Merger Agreement) by the Parent Stock Price (as defined in the Merger Agreement). Disposed of pursuant to Section 3.11(a) of the Merger Agreement, whereby each Issuer vested in-the-money stock option was cancelled and exchanged for an amount in cash, less any applicable tax withholdings, equal to the product of (i) the number of Issuer shares subject to the Issuer vested in-the-money stock option, multiplied by (ii) the Equity Award Cash Consideration, less the per share exercise price of such Issuer vested in-the-money stock option Disposed of pursuant to Section 3.11(a) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested in-the-money stock options with respect to 102,666 shares of Issuer common stock were cancelled and exchanged for an amount in cash, less any applicable tax withholdings, equal to the product of (x) 102,666 multiplied by (y) the Equity Award Cash Consideration (as defined in the Merger Agreement), less the per share exercise price of such Issuer vested in-the-money stock option; and (ii) Issuer unvested in-the-money stock options with respect to 7,334 shares of Issuer common stock were canceled and replaced with a number of restricted stock units with respect to shares of Brocade common stock, rounded down to the nearest whole number of shares, equal to the product of (x) 7,334 and (y) the quotient obtained by dividing the Equity Award Cash Consideration, less the per share exercise price of such Issuer unvested in-the-money stock option, by the Parent Stock Price. Disposed of pursuant to Sections 3.11(i) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested out-of-the-money stock options with respect to 12,916 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value; and (ii) Issuer unvested out-of-the-money stock options with respect to 7,084 shares of Issuer common stock were canceled and replaced with a number of stock options to purchase shares of Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 7,084 multiplied by the Option Exchange Ratio (as defined in the Merger Agreement). The exercise price for the Replaced Options equals the per share exercise price of the Issuer stock option divided by the Option Exchange Ratio, rounded up to the nearest whole cent. Disposed of pursuant to Sections 3.11(i) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested out-of-the-money stock options with respect to 9,895 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value; and (ii) Issuer unvested out-of-the-money stock options with respect to 15,105 shares of Issuer common stock were canceled and replaced with a number of stock options to purchase shares of Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 15,105 multiplied by the Option Exchange Ratio (as defined in the Merger Agreement). The exercise price for the Replaced Options equals the per share exercise price of the Issuer stock option divided by the Option Exchange Ratio, rounded up to the nearest whole cent. /s/ Seamus Hennessy, as attorney in fact 2016-05-27