FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WOODLE DAVID A
2. Issuer Name and Ticker or Trading Symbol

ARRIS GROUP INC [ ARRS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3871 LAKEFIELD DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/14/2007
(Street)

SUWANEE, GA 30024
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common stock   (1) 12/14/2007     A    49177   A $0.00   49177   D    
Common stock   (2) 12/14/2007     A    12651   A $0.00   12651   I   401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom stock units     (3) 12/14/2007        44914         (3)   (3) Common stock   44914   $0.00   (2) 44914   D    
Stock option   $19.20   12/14/2007        197174         (4) 5/22/2008   Common stock   197174   $0.00   (5) 197174   D    
Stock option   $13.09   12/14/2007        100955         (4) 10/4/2008   Common stock   100955   $0.00   (5) 100955   D    
Stock option   $3.15   12/14/2007        114636         (4) 8/19/2011   Common stock   114646   $0.00   (5) 114636   D    
Stock option   $7.07   12/14/2007        143295         (4) 8/17/2012   Common stock   143295   $0.00   (5) 143295   D    
Stock option   $6.85   12/14/2007        114636         (4) 10/11/2012   Common stock   114636   $0.00   (5) 114636   D    
Stock option   $5.97   12/14/2007        85977         (4) 6/28/2013   Common stock   85977   $0.00   (5) 85977   D    
Stock option   $6.84   12/14/2007        85977         (4) 7/4/2014   Common stock   85977   $0.00   (5) 85977   D    
Stock option   $12.57   12/14/2007        171954         (4) 7/1/2015   Common stock   171954   $0.00   (5) 171954   D    

Explanation of Responses:
( 1)  Received in connection with the acquisition of C-COR Incorporated ("C-COR") by ARRIS Group Inc. ("ARRIS"), effected on December 14, 2007 (the "Merger"), and pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and amont C-COR, ARRIS and Air Merger Subsidiary, Inc., dated September 23, 2007. Each share of C-COR common stock was exchanged for either (a) $13.75 in cash or (b)1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with the reporting person's election and the proration procedures contained in the Merger Agreement.
( 2)  Represents securities previously held in C-COR's qualified 401(k) retirement plan. Received in connection with the Merger and pursuant to the Merger Agreement, each share of C-COR common stock was exchanged for 1.0245 shares of ARRIS commong stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, pls in each case, cash in lieu of any fractional share interest, in accordance with the proration procedures contained in the Merger Agreement.
( 3)  These Phantom Stock Units replaced phantom stock units that were acquired at various prices under C-COR's non-qualified retirement savings and profit shareing plan and are exercisable upon the reporting person's retirement and may be taken in the form of stock or cash
( 4)  All stock options became fully vested at the time of the merger between C-COR Incorporate ("C-COR") and ARRIS Group, Inc. ("ARRIS"), effected on December 14, 2007 (the "Merger").
( 5)  Acquired in connection with the Merger and pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among C-COR, ARRIS and Air Merger Subsidiary, Inc., dated September 23, 2007. These stock options were received in exchange for stock options that represented a right to purchase an amount of C-COR common stock equal to the number of shares of ARRIS common stock, having a market value of $10.19 per share on the effective date of the merger, subject to the stock options multiplied by 1.1464. The exercise price for the replaced stock options is determined by dividing the exercise price of the stock options by 1.1464.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WOODLE DAVID A
3871 LAKEFIELD DRIVE
SUWANEE, GA 30024
X



Signatures
By POA /s/ Lawrence Margolis 12/18/2007
** 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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