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^*

KLAYKO MICHAEL

(Last)

(First)

(Middle)

1745 TECHNOLOGY DRIVE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROCADE COMMUNICATIONS SYSTEMS INC [ BRCD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & GM, Silkworm FAP

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2003

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								733,512	I	By Partnership⁽¹⁾
Common Stock								30,889	I	by Son⁽²⁾
Common Stock								22,889	I	By Daughter⁽³⁾
Common Stock								22,889	I	By Daughter 2⁽⁴⁾
Common Stock								22,889	I	By Daughter 3⁽⁵⁾
Common Stock	11/28/2003		J⁽⁶⁾		3,165	A	$5.134	170,026	I	By Trust⁽⁷⁾

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)
Non-qualified Stock Option (right to buy)⁽⁸⁾	$4.55							01/27/2004	01/27/2013	Common Stock	250,000		250,000	D
Non-qualified Stock Option (right to buy)⁽⁹⁾	$4.55							07/27/2003	01/27/2013	Common Stock	213,781		213,781	D
Non-qualified Stock Option (right to buy)⁽¹⁰⁾	$5.53							09/15/2003	08/15/2010	Common Stock	250,000		250,000	D

Explanation of Responses:

1. Beneficial ownership disclosure only. Shares held by Genesis Management Investments Limited Partnership, over which the Reporting Person and his spouse exercise investment and voting control.

2. Beneficial ownership disclosure only. Shares held by Reporting Person's son, as to which Reporting Person disclaims beneficial ownership.

3. Beneficial ownership disclosure only. Shares held by Reporting Person's daughter, as to which Reporting Person disclaims beneficial ownership.

4. Beneficial ownership disclosure only. Shares held by Reporting Person's daughter 2.

5. Beneficial ownership disclosure only. Shares held by Reporting Person's daughter 3.

6. Shares were acquired under Section 423 Employee Stock Purchase Plan.

7. Shares held by the Klayko Living Trust, over which the Reporting Person and his spouse exercise investment and voting control.

8. Beneficial ownership disclosure only. 62,500 options vest on January 27, 2004; 187,500 options vest monthly from February 27, 2004 through January 27, 2007.

9. Beneficial ownership disclosure only. 53,446 options vest on July 27, 2003; 160,335 options vest monthly from August 27, 2003 through July 27, 2005.

10. Beneficial ownership disclosure only. Options vest monthly from September 15, 2003 through August 15, 2007.

Remarks:

	/s/ Antonio Canova, attorney in fact for Michael Klayko	12/02/2003
	** 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.