Amended Statement of Ownership (sc 13g/a)
February 07 2014 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
ARRIS GROUP,
INC.
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
04270V106
(CUSIP Number)
December 31, 2013
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1
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NAMES OF
REPORTING PERSONS
Google Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
10,633,500
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
10,633,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,633,500
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.7%
1
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12
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TYPE OF REPORTING PERSON (see
instructions)
CO
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1
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Based on 138,305,785 shares of common stock, par value $0.01 per share, of ARRIS Group, Inc. outstanding as of
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Page 2 of 6 Pages
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1
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NAMES OF
REPORTING PERSONS
General Instrument Holdings, Inc., a wholly-owned subsidiary of
Google Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
10,633,500
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
10,633,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,633,500
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.7%
2
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12
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TYPE OF REPORTING PERSON (see
instructions)
CO
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2
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Based on 138,305,785 shares of common stock, par value $0.01 per share, of ARRIS Group, Inc. outstanding as of
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Page 3 of 6 Pages
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Item 1(a)
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Name of Issuer
:
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ARRIS Group, Inc.
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Item 1(b)
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Address of Issuers Principal Executive Offices
:
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3871 Lakefield Drive, Suwanee, GA 30024
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Item 2(a)
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Name of Person Filing
:
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This statement is filed by Google Inc. and General Instrument Holdings, Inc., a wholly-owned subsidiary of Google Inc. (GIH), with respect to shares of Common Stock, $0.01 par value per share (Shares), of
the Issuer indirectly beneficially owned by Google Inc. and directly beneficially owned by GIH.
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Item 2(b)
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Address or Principal Business Office or, if None, Residence:
:
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The address of the principal business office of Google Inc. and GIH is:
1600 Amphitheatre Parkway
Mountain View, CA 94043
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Item 2(c)
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Citizenship
:
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Google Inc. is a Delaware corporation
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GIH is a Delaware corporation
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Item 2(d)
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Title of Class of Securities
:
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Common Stock, $0.01 par value per share
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Item 2(e)
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CUSIP No.
:
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04270V106
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Page 4 of 6 Pages
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Item 3
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Not Applicable
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Item 4
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Ownership
:
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a) Amount beneficially owned: 10,633,500
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(b) Percent of class: 7.7%
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(c)
(i) Sole power to
vote or direct the vote: -0-
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(ii) Shared power to vote or direct the vote: 10,633,500
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(iii) Sole power to dispose or direct the disposition: -0-
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(iv) Shared power to dispose or direct the disposition: 10,633,500
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Item 5
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Ownership of Five Percent or Less of a Class
:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.
¨
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
:
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
:
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Not Applicable
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Item 8
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Identification and Classification of Members of the Group
:
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Not Applicable
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Item 9
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Notice of Dissolution of Group
:
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Not Applicable
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Item 10
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Certification
:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect, other than activities solely in connection with a nomination under § 240.14a-11.
Page 5 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 7, 2014
GOOGLE INC.
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By:
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/s/ Christine Flores
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Name:
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Christine Flores
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Title:
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Assistant Secretary
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GENERAL INSTRUMENT HOLDINGS, INC.
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By:
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/s/ Kenneth Yi
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Name:
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Kenneth Yi
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Title:
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Chief Executive Officer, President and Secretary
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Page 6 of 6 Pages
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