FORM 4
[ X ] 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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hu Jean X.
2. Issuer Name and Ticker or Trading Symbol

QLOGIC CORP [ QLGC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Acting CEO, Senior VP and CFO
(Last)          (First)          (Middle)

26650 ALISO VIEJO PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

8/16/2016
(Street)

ALISO VIEJO, CA 92656
(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   8/16/2016     D    63267   D   (1) 0   D    

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
Restricted Stock Units     (2) 8/16/2016     D         171743      (2)   (2) Common Stock   171743     (2) 0   D    
Performance Restricted Stock Units     (3) 8/16/2016     D         150902      (3)   (3) Common Stock   150902     (3) 0   D    
Stock Options (Right to buy)   $13.85   8/16/2016     D         44800      (4)   (4) Common Stock   44800     (4) 0   D    
Stock Options (Right to buy)   $17.91   8/16/2016     D         100000      (4)   (4) Common Stock   100000     (4) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger by and among Cavium, Inc. ("Cavium"), Quasar Acquisition Corp. (a wholly owned subsidiary of Cavium), and Issuer, dated as of June 15, 2016 (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer common stock was cancelled and automatically converted into $11.00 in cash, without interest, and 0.098 shares of Cavium common stock (together, the "Per Share Amount"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $16.09 per share, based on the trading price of Cavium common stock as of end of trading on August 15, 2016.
( 2)  These Restricted Stock Units (the "Issuer RSUs") were assumed and converted in the Merger into that number of Cavium restricted stock units of Cavium common stock, rounded down to the nearest whole share ("Converted RSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer RSU and (y) the sum of (A) 0.098 and (B) the quotient obtained by dividing (i) $11.00 by (ii) the volume weighted average trading price of Cavium common stock on Nasdaq for the five consecutive trading days ending on August 15, 2016 (the sum, the "Equity Conversion Ratio," calculated to equal approximately 0.2195). The Converted RSUs are subject to the same terms and conditions as were applicable under such Issuer RSUs. Each Converted RSU that vests after the effective time of the Merger will be settled in shares of Cavium common stock.
( 3)  These Performance Restricted Stock Units (the "Issuer PRSUs") were assumed and converted in the Merger into that number of Cavium restricted stock units of Cavium common stock, rounded down to the nearest whole share ("Converted PRSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer PRSUs, based on achievement as of August 15, 2016 of the performance vesting terms applicable to such Issuer PRSUs for the performance period applicable to such Issuer PRSUs, and (y) the Equity Conversion Ratio (calculated to equal approximately 0.2195 as described above). The Converted PRSUs are subject to the same terms and conditions as were applicable under such Issuer PRSUs but shall not be subject to any performance-based vesting terms following the effective time of the Merger. Each Converted PRSU that vests after the effective time of the Merger will be settled in shares of Cavium common stock.
( 4)  Disposed of pursuant to the Merger Agreement and the Merger, whereby each Issuer vested stock option was cancelled and automatically converted into a combination of cash and Cavium common stock that together equal the positive difference, if any, between the dollar value of the Per Share Amount and the exercise price applicable to the Issuer stock option, multiplied by the number of shares of Issuer common stock for which the Issuer stock option was exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hu Jean X.
26650 ALISO VIEJO PARKWAY
ALISO VIEJO, CA 92656


Acting CEO, Senior VP and CFO

Signatures
/s/ Michael L. Hawkins as Attorney-in-Fact 8/16/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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