| 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) 02/22/2012 | ||||||||||||||||||||||||||
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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 | 02/22/2012 | M | 11,592 | A | $0 | 15,311 | D | |||
| Common Stock | 02/22/2012 | F | 4,387 | D | $21.36 | 10,924 | 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 | ||||||||
| Restricted Stock Units | $0 | 02/22/2012 | M | 6,166 | (1) | (1) | Common Stock | 6,166 | $0 | 12,334 | D | ||||
| Performance Shares | $0 | 02/22/2012 | M | 5,426 | (2) | (2) | Common Stock | 5,426 | $0 | 12,334 | D | ||||
| Restricted Stock Units | $0 | 02/22/2012 | A | 25,000 | (3) | (3) | Common Stock | 25,000 | $0 | 25,000 | D | ||||
| Performance Shares | $0 | 02/22/2012 | A | 25,000 | (4) | (4) | Common Stock | 25,000 | $0 | 25,000 | D | ||||
| Explanation of Responses: |
| 1. Restricted Stock Units are converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting, which vesting for 6,166 shares occurred on 2/22/12. The remaining 12,334 shares under this award are scheduled to vest as to 6,166 shares on 2/22/13 and 6,168 shares on 2/22/14. |
| 2. These Performance Shares awarded on February 22, 2011 were converted on a one-for-one basis into shares of Polycom, Inc. common stock following vesting, which vesting for 5,426 shares occurred on 2/22/12. The unvested award previously reported was at the target award level. The remaining 12,334 target shares underlying the award are scheduled to vest as to 6,166 target shares on 2/22/2013 and 6,168 target shares on 2/22/2014, 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 150% of the target amount. |
| 3. This Restricted Stock Unit Award is scheduled to vest as to one-third of the total shares awarded on each of the first three (3) anniversaries of the February 22, 2012 Grant Date until fully vested on February 22, 2015. |
| 4. Each Target Performance Share represents a contingent right to receive one share of Polycom, Inc. common stock. The Performance Shares vest upon achievement of certain performance criteria based on total shareholder return and are scheduled to vest as to one- third of the total target award on each of the first three (3) year anniversaries of the February 22, 2012 Grant Date (or such later date as the Compensation Committee certifies achievement of the performance criteria). The number of shares reflected on this filing is at the target award level. The actual number of shares that may vest ranges from 0% to 150% of the target amount, depending upon actual performance. |
| Remarks: |
| /s/Laura M. Balma, Attorney-in-Fact for Sudhakar Ramakrishna | 02/24/2012 | |
| ** 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. | ||