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^*

MCCLUNEY JAMES M

(Last)

(First)

(Middle)

3333 SUSAN STREET

(Street)

COSTA MESA

92626

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMULEX CORP /DE/ [ ELX ]

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)
02/06/2014

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	02/06/2014		F		17,128⁽¹⁾	D	$7.43	223,299	D
Common Stock	02/06/2014		F		5,052⁽¹⁾	D	$7.43	218,247	D
Common Stock	02/06/2014		F		13,295⁽¹⁾	D	$7.43	204,952	D
Common Stock	02/06/2014		A		14,400⁽²⁾	A	$0.0	219,352	D
Common Stock	02/06/2014		F		23,979⁽²⁾	D	$7.43	195,373	D
Common Stock	02/06/2014		A		22,593⁽³⁾	A	$0.0	217,966	D
Common Stock	02/06/2014		F		10,749⁽³⁾	D	$7.43	207,217	D
Common Stock	02/06/2014		M		15,960⁽⁴⁾	A	$0.0	223,177	D
Common Stock	02/06/2014		D		15,960⁽⁴⁾	D	$7.43	207,217	D
Common Stock	02/06/2014		M		22,593⁽⁵⁾	A	$0.0	229,810	D
Common Stock	02/06/2014		D		22,593⁽⁵⁾	D	$7.43	207,217	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)
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)
Cash Settled Units	$0.0⁽⁴⁾	02/06/2014		M			15,960⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	15,960	$0.0⁽⁴⁾	21,280	D
Performance Shares	⁽⁵⁾	02/06/2014		A		22,593⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Performance Cash Settled Units	22,593	$0.0⁽⁵⁾	22,593	D
Performance Shares	⁽⁵⁾	02/06/2014		M			22,593⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Performance Cash Settled Units	22,593	$0.0⁽⁵⁾	0	D

Explanation of Responses:

1. Consists of shares withheld by the company to satisfy the tax withholding obligations upon the vesting of an award of restricted stock units previously granted.

2. Represents performance stock units previously granted under the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan and reported on Form 4. On February 6, 2014, an aggregate of 50,400 restricted stock units vested as a result of the acceleration of the vesting date of the performance stock units granted. The aggregate of 50,400 restricted stock units vested consists of an aggregate of 36,000 award shares and an aggregate of 14,400 goal shares. An aggregate of 23,979 shares were withheld by the company to satisfy tax withholding obligations.

3. Represents restricted stock units awarded as a result of the acceleration of the vesting date under performance stock units previously granted under the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan. On February 6, 2014, an aggregate of 22,593 restricted stock units vested as a result of the acceleration of the vesting date of the performance stock units granted. The aggregate of 22,593 restricted stock units vested consists of an aggregate of 15,690 award shares and an aggregate of 6,903 goal shares. An aggregate of 10,749 shares were withheld by the company to satisfy tax withholding obligations.

4. Represents a portion of the cash settled units granted on September 15, 2012 as previously reported, of which the vesting date of 30% of the units was accelerated to February 6, 2014. On February 6, 2014, 15,960 cash settled stock units vested. Each vested cash settled unit was settled solely in cash equal to the price of one share of Emulex Corporation common stock on the accelerated vest date of February 6, 2014.

5. Represents cash settled units awarded as a result of the acceleration of the vesting date under performance cash settled units previously granted under the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan. On February 6, 2014, an aggregate of 22,593 cash settled stock units vested. Each vested cash settled unit was settled solely in cash equal to the price of one share of Emulex Corporation common stock accelerated vest date of February 6, 2014.

	By: Joyce Shinn, Attorney-in-Fact For: James M. McCluney	02/10/2014
	** 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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