SEC FORM 4

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^*

WOODLE DAVID A

(Last)

(First)

(Middle)

C/O C-COR.NET

60 DECIBEL ROAD

(Street)

STATE COLLEGE

16801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
C-COR INC [ CCBL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/14/2007		D		48,000	D	⁽¹⁾	0	D
Common Stock	12/14/2007		D		12,348.497	D	⁽²⁾	0	I⁽³⁾	By Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$22	12/14/2007		D			172,000	⁽⁴⁾	05/22/2008	Common Stock	172,000	⁽⁴⁾	0	D
Stock option (right to buy)	$15	12/14/2007		D			88,066	⁽⁴⁾	10/04/2008	Common Stock	88,066	⁽⁴⁾	0	D
Stock Option (right to buy)	$3.6	12/14/2007		D			100,000	⁽⁴⁾	08/19/2011	Common Stock	100,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$8.1	12/14/2007		D			125,000	⁽⁵⁾	08/17/2012	Common Stock	125,000	⁽⁵⁾	0	D
Stock Option (right to buy)	$7.85	12/14/2007		D			100,000	⁽⁵⁾	10/11/2012	Common Stock	100,000	⁽⁵⁾	0	D
Stock Option (right to buy)	$6.84	12/14/2007		D			75,000	⁽⁵⁾	06/28/2013	Common Stock	75,000	⁽⁵⁾	0	D
Stock Option (right to buy)	$7.84	12/14/2007		D			75,000	⁽⁵⁾	07/04/2014	Common Stock	75,000	⁽⁵⁾	0	D
Stock Option (right to buy)	$14.4	12/14/2007		D			150,000	⁽⁵⁾	07/01/2015	Common Stock	150,000	⁽⁵⁾	0	D
Phantom Stock Units	⁽⁶⁾	12/14/2007		D			43,840.135	⁽⁷⁾	⁽⁷⁾	Common Stock	43,840.135	⁽⁸⁾	0	I	By Trust

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among C-COR Incorporated, ARRIS Group, Inc. ("ARRIS") and Air Merger Subsidiary, Inc., dated as of September 23, 2007, each share of C-COR Incorporated common stock was exchanged for either $13.75 in cash, without interest, or 1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with Reporting Person's election and the proration procedures contained in the Merger Agreement.

2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among C-COR Incorporated, ARRIS Group, Inc. ("ARRIS") and Air Merger Subsidiary, Inc., dated as of September 23, 2007, each share of C-COR Incorporated common stock was exchanged for either $13.75 in cash, without interest, or 1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with the proration procedures contained in the Merger Agreement.

3. Represents shares held through C-COR Incorporated's qualified 401(k) retirement plan.

4. This option, which was fully vested, was assumed by ARRIS in the merger and replaced with an option for a number of shares of ARRIS common stock determined by multiplying the number of shares of the underlying option by 1.1464, and with an exercise price determined by dividing the exercise price of the underlying option by 1.1464.

5. This option, which became fully vested at the effective time of the merger, was assumed by ARRIS in the merger and replaced with an option for a number of shares of ARRIS common stock determined by multiplying the number of shares of the underlying option by 1.1464, and with an exercise price determined by dividing the exercise price of the underlying option by 1.1464.

6. Acquired at various prices through C-COR Incorporated's non-qualified retirement savings and profit sharing plan.

7. Dates not yet known. These derivative securities are exercisable upon the Reporting Person's retirement and may be taken in the form of stock or cash.

8. Pursuant to the Merger Agreement, each Phantom Stock Unit was assumed by ARRIS in the merger and was converted into the right to receive an amount equal to either $13.75 in cash, without interest, or 1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with the proration procedures contained in the Merger Agreement. This amount may be taken in the form of stock or cash.

	/s/ David A. Woodle	12/18/2007
	** 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).
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