Statement of Changes in Beneficial Ownership (4)
March 12 2019 - 5:39PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Brennan James R
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2. Issuer Name
and
Ticker or Trading Symbol
ARRIS International plc
[
ARRS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, GLOBAL SUPPLY CHAIN
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(Last)
(First)
(Middle)
3871 LAKEFIELD DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/8/2019
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(Street)
SUWANEE, GA 30024
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares
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3/8/2019
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S
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6350
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D
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$31.6599
(1)
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46045
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D
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Ordinary Shares
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3/8/2019
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J
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1580
(2)
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D
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$0
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44465
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D
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Ordinary Shares
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3/8/2019
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J
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1580
(2)
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A
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$0
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1580
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I
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Donor Advised Fund
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Shares
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$0
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1/31/2020
(3)
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(4)
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Ordinary Shares
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39330
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39330
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D
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Restricted Shares
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$0
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1/31/2021
(3)
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(4)
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Ordinary Shares
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39520
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39520
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D
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Restricted Shares
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$0
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1/31/2019
(3)
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(4)
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Ordinary Shares
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50440
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50440
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D
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Restricted Shares
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$0
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3/31/2021
(5)
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(4)
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Ordinary Shares
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14749
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14749
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D
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Restricted Shares
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$0
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3/30/2019
(5)
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(4)
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Ordinary Shares
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4298
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4298
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D
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Restricted Shares
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$0
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3/30/2022
(5)
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(4)
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Ordinary Shares
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19760
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19760
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D
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Restricted Shares
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$0
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7/7/2020
(5)
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(4)
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Ordinary Shares
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12610
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12610
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D
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Explanation of Responses:
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(1)
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The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.6500 to $31.6550, inclusive. The reporting person undertakes to provide issuer or any security holder of the issuer or the staff of the Security Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(2)
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Represents Ordinary Shares transferring from direct to indirect ownership only.
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(3)
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Represents a restricted stock unit grant that is performance-based and can vest between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period. Amount shown reflects maximum vesting of the award at the 200% level.
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(4)
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This restricted stock unit grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.
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(5)
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Represents a restricted stock unit grant that vests annually in fourths beginning one year from the date of the award. Date shown reflects the date upon which the award is fully vested.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Brennan James R
3871 LAKEFIELD DRIVE
SUWANEE, GA 30024
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SVP, GLOBAL SUPPLY CHAIN
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Signatures
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/s/ Patrick W. Macken, attorney-in-fact
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3/12/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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