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*
MCCLENDON SCOTT
(Last) (First) (Middle)
C/O PROCERA NETWORKS, INC.
47448 FREMONT BLVD.
(Street)
FREMONT CA 94538
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROCERA NETWORKS, INC. [ PKT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2015
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 06/04/2015 U 34,556 D (1) 0 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
NQ - Stock Option (Right to Buy) $5.6 06/05/2015 D(2) 5,000 (3) 07/19/2016 Common Stock 5,000 $0.00 0 D
NQ - Stock Option (Right to Buy) $24.3 06/05/2015 D(4) 2,500 (5) 10/17/2017 Common Stock 2,500 $0.00 0 D
NQ - Stock Option (Right to Buy) $11.8 06/05/2015 D(4) 375 01/30/2008 01/30/2018 Common Stock 375 $0.00 0 D
NQ - Stock Option (Right to Buy) $14.5 06/05/2015 D(4) 375 04/01/2008 04/01/2018 Common Stock 375 $0.00 0 D
NQ - Stock Option (Right to Buy) $14 06/05/2015 D(4) 375 07/01/2008 07/01/2018 Common Stock 375 $0.00 0 D
NQ - Stock Option (Right to Buy) $9 06/05/2015 D(2) 375 10/01/2008 10/01/2018 Common Stock 375 $0.00 0 D
NQ - Stock Option (Right to Buy) $8.7984 06/05/2015 D(2) 2,156 01/01/2009 01/01/2019 Common Stock 2,156 $0.00 0 D
NQ - Stock Option (Right to Buy) $6.1993 06/05/2015 D(2) 2,577 04/01/2009 04/01/2019 Common Stock 2,577 $0.00 0 D
NQ - Stock Option (Right to Buy) $6.0002 06/05/2015 D(2) 2,541 07/01/2009 07/01/2019 Common Stock 2,541 $0.00 0 D
NQ - Stock Option (Right to Buy) $5.6995 06/05/2015 D(2) 2,512 10/01/2009 10/01/2019 Common Stock 2,512 $0.00 0 D
NQ - Stock Option (Right to Buy) $4.8998 06/05/2015 D(2) 3,020 01/04/2010 01/04/2020 Common Stock 3,020 $0.00 0 D
NQ - Stock Option (Right to Buy) $4.2999 06/05/2015 D(2) 3,097 04/01/2010 04/01/2020 Common Stock 3,097 $0.00 0 D
NQ - Stock Option (Right to Buy) $4.2995 06/05/2015 D(2) 3,418 07/01/2010 07/01/2020 Common Stock 3,418 $0.00 0 D
NQ - Stock Option (Right to Buy) $5.3005 06/05/2015 D(2) 2,350 10/01/2010 10/01/2020 Common Stock 2,350 $0.00 0 D
Explanation of Responses:
1. The Reporting Person tendered the shares in exchange for $11.50 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes, in the tender offer made pursuant to the Agreement and Plan of Merger, dated April 21, 2015, by and among the Issuer, KDR Holding, Inc. and KDR Acquisition, Inc. (the "Merger Agreement").
2. This option was canceled pursuant to the terms of the Merger Agreement and converted into an amount in cash equal to the product of (a) the excess of $11.50 over the exercise price of this option, and (b) the number of shares subject to this option.
3. The shares subject to this option vested in 4 equal consecutive quarterly installments commencing on September 30, 2006.
4. This option was canceled for no consideration pursuant to the terms of the Merger Agreement.
5. 50% of the shares subject to this option vested on October 31, 2007 and the remaining balance of the shares subject to this option vested on December 31, 2007.
Remarks:
/s/ Jeffrey Hartlin, as Attorney-in-Fact 06/05/2015
** 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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