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^*

PRATT MICHAEL

(Last)

(First)

(Middle)

13625 TECHNOLOGY DRIVE

(Street)

MINNEAPOLIS

55344

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADC TELECOMMUNICATIONS INC [ ADCT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT WIRELINE

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2005

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	12/16/2005		M		1,082	A	$0	23,416	D
Common Stock	12/16/2005		F		353	D	$24.04	23,063	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)
Incentive Stock Option (right to buy)	$23.91	12/15/2005		A		3,625		⁽¹⁾	12/15/2015	Common Stock	3,625	$0	3,625	D
Non-Qualified Stock Option (right to buy)	$23.91	12/15/2005		A		10,875		⁽¹⁾	12/15/2015	Common Stock	10,875	$0	10,875	D
Restricted Stock Unit (12-04)	⁽²⁾	12/16/2005		M			1,082	⁽²⁾	⁽²⁾	Common Stock	1,082	$0	3,246	D
Restricted Stock Unit (12-05)	⁽³⁾	12/15/2005		A		7,250		⁽³⁾	⁽³⁾	Common Stock	7,250	$0	7,250	D
Incentive Stock Option (right to buy)	$15.82							⁽⁴⁾	11/27/2012	Common Stock	18,963		18,963	D
Incentive Stock Option (right to buy)	$18.76							⁽⁵⁾	12/16/2014	Common Stock	8,416		8,416	D
Incentive Stock Option (right to buy)	$20.44							⁽⁶⁾	03/03/2014	Common Stock	7,125		7,125	D
Non-Qualified Stock Option (right to buy)	$15.82							⁽⁴⁾	11/27/2012	Common Stock	9,608		9,608	D
Non-Qualified Stock Option (right to buy)	$18.76							⁽⁵⁾	12/16/2014	Common Stock	4,540		4,540	D
Non-Qualified Stock Option (right to buy)	$20.44							⁽⁶⁾	03/03/2014	Common Stock	2,375		2,375	D
Phantom Stock Unit	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	2,375		2,375	D

Explanation of Responses:

1. Grant date 12/15/05; options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. In the aggregate, options will vest one-quarter per year beginning December 15, 2006.

2. Represents vesting of one-quarter of a grant of Phantom Stock Units issued on 12/16/04 under the ADC Telecommunications, Inc. Global Stock Incentive Plan (the "Plan"). The units are subject to forfeiture and will vest one-third per year beginning December 16, 2006. The units of phantom stock will be settled, one-for-one, in shares of common stock upon vesting. This grant was previouly reported as covering 30,300 shares, but was adjusted to reflect the reverse stock split on May 10, 2005.

3. Phantom Stock Units issued under the ADC Telecommunications, Inc. Global Stock Incentive Plan. Generally, full vesting of these units occurs upon the attainment of certain performance goals by the Company at the end of a three-year measurement period. If the Company does not meet the specified performance goals, the award is forfeited. The units of phantom stock will be settled, one-for-one, in shares of common stock upon vesting.

4. Grant date 11/27/02; options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. These options are full vested. These options were previously reported as covering a total of 200,000 shares at an exercise price of $2.26 per share, but have been adjusted to reflect the stock split on May 10, 2005.

5. Grant date 12/16/04; options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. In the aggregate, options will vest one-quarter per year beginning December 16, 2005. These options were previously reported as covering a total of 90,700 shares at an exercise price of $2.68 per share, but have been adjusted to reflect the stock split on May 10, 2005.

6. Grant date 3/3/04; options were granted in the same transaction and have been split into an incentive stock option and a non-qualified option for tax purposes. In the aggregate, options will vest one-quarter beginning on March 3, 2005. These options were previously reported as covering a total of 66,500 shares at an exercise price of $2.92 per share, but have been adjusted to reflect the stock split on May 10, 2005.

7. The Phantom Stock Units were issued under the ADC Telecommunications, Inc. Global Stock Incentive Plan (the "Plan"). The units are subject to forfeiture and will vest one-third per year beginning March 3, 2006. The units of phantom stock will be settled, one-for-one, in shares of common stock upon vesting. This grant was previouly reported as covering 22,167 shares, with a balance of 16,262 as of 3/3/05 remaining subject to forfeiture, but was adjusted to reflect the reverse stock split on May 10, 2005.

	Michael K. Pratt	12/19/2005
	** Signature of Reporting Person	Date
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* 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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