| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
POLYCOM INC [ PLCM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 2,160 | A | $0 | 30,201 | D | |||
| Common Stock | 02/04/2011 | F | 672 | D | $46.3 | 29,529 | D | |||
| Common Stock | 02/04/2011 | M | 5,834 | A | $0 | 35,363 | D | |||
| Common Stock | 02/04/2011 | F | 1,814 | D | $46.3 | 33,549 | D | |||
| Common Stock | 02/04/2011 | M | 17,250 | A | $0 | 50,799 | D | |||
| Common Stock | 02/04/2011 | F | 7,138 | D | $46.3 | 43,661 | D | |||
| Common Stock | 02/04/2011 | M | 9,801 | A | $0 | 53,462 | D | |||
| Common Stock | 02/04/2011 | F | 3,047 | D | $46.3 | 50,415 | D | |||
| Common Stock | 02/04/2011 | M | 17,250 | A | $0 | 67,665 | D | |||
| Common Stock | 02/04/2011 | F | 5,362 | D | $46.3 | 62,303 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 02/03/2011 | A | 2,160(1) | 02/04/2011 | 02/04/2011 | Common Stock | 2,160 | $0 | 2,160 | D | ||||
| Performance Shares | $0 | 02/04/2011 | M | 2,160(1) | 02/04/2011 | 02/04/2011 | Common Stock | 2,160 | $0 | 0 | D | ||||
| Restricted Stock Units | $0 | 02/04/2011 | M | 5,834 | (2) | (2) | Common Stock | 5,834 | $0 | 11,666 | D | ||||
| Performance Shares | $0 | 02/04/2011 | M | 17,250 | (3) | (3) | Common Stock | 17,250 | $0 | 25,000 | D | ||||
| Performance Shares | $0 | 02/04/2011 | M | 9,801 | (4) | (4) | Common Stock | 9,801 | $0 | 11,666 | D | ||||
| Performance Shares | $0 | 02/04/2011 | M | 17,250 | (5) | (5) | Common Stock | 17,250 | $0 | 50,000 | D | ||||
| Explanation of Responses: |
| 1. These shares of Polycom, Inc. 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 independent directors on February 3, 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. |
| 2. Restricted Stock Units will be converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting, which vesting for 5,834 shares occurred on 2/4/2011. Vesting for the remaining shares under this award is scheduled to occur as to 5,833 shares on 2/4/2012 and 5,883 shares on 2/4/2013. |
| 3. These Performance Shares originally awarded on August 4, 2009 and amended on June 9, 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 12,500 target shares on 8/4/2011 and 12,500 target shares on 2/4/2012, 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. |
| 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 5,833 target shares on 2/4/2012, and as to 5,833 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. |
| 5. These Performance Shares originally awarded on August 4, 2009 and amended on June 9, 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 12,500 target shares on 8/4/2011, 12,500 target shares on 2/4/2012, 12,500 target shares on 8/4/2012, and 12,500 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/ JoAnne Zinman , Attorney-in-Fact for Andrew M. Miller | 02/07/2011 | |
| ** 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). | ||
| 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 Number. | ||