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