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*
Darwish Sayed
(Last) (First) (Middle)
4750 WILLOW ROAD
(Street)
PLEASANTON CA 94588
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POLYCOM INC [ PLCM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, General Counsel and CAO
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2011
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)
Code V Amount (A) or (D) Price
Common Stock 02/04/2011 M 7,840 A $0 9,744(1) D
Common Stock 02/04/2011 F 2,876 D $46.3 6,868 D
Common Stock 02/04/2011 M 4,667 A $0 11,535 D
Common Stock 02/04/2011 F 1,898 D $46.3 9,637 D
Common Stock 02/04/2011 M 10,800 A $0 20,437 D
Common Stock 02/04/2011 F 3,962 D $46.3 16,475 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares $0 02/02/2011 A 10,800(2) 02/04/2011 02/04/2011 Common Stock 10,800 $0 10,800 D
Performance Shares $0 02/04/2011 M 10,800(2) 02/04/2011 02/04/2011 Common Stock 10,800 $0 0 D
Restricted Stock Units $0 02/04/2011 M 4,667 (3) (3) Common Stock 4,667 $0 9,333 D
Performance Shares $0 02/04/2011 M 7,840 (4) (4) Common Stock 7,840 $0 9,333 D
Explanation of Responses:
1. Securities Beneficially Owned reflects shares acquired pursuant to issuer's Employee Stock Purchase Plan in a transaction exempt under rule 16b-3.
2. These shares of Polycom common stock represent the settlement of a Performance Share award that was granted on February 4, 2010 and vested on February 4, 2011 based on the achievement of gross margin dollar targets. The achievement of these targets was certified by the Compensation Committee on February 2, 2011. The initial grant of the Performance Share award was not a derivative security reportable on a Form 4; however, it was previously disclosed in Polycom's Proxy Statement for its 2010 annual stockholder meeting.
3. Restricted Stock Units will be converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting, which vesting for 4,667 shares occurred on 2/4/2011. Vesting for the remaining shares under this award is scheduled to occur as to 4,667 shares on 2/4/2012 and 4,666 shares on 2/4/2013.
4. These Performance Shares awarded on February 4, 2010 were converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting. The unvested award previously reported was at the target award level. The remaining amount of shares underlying the award are scheduled to vest as to 4,667 target shares on 2/4/2012 and 4,666 target shares on 2/4/2013, or if later, the date the Compensation Committee certifies achievement of performance criteria for Total Shareholder Return for the remaining performance periods. Vesting of the remaining award depends on future performance and may range from 0% to 200% of the target amount.
Remarks:
/s/Laura M. Balma, Attorney-in-Fact for Sayed M. Darwish 02/04/2011
** 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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