SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lo Selina Y

(Last)

(First)

(Middle)

C/O RUCKUS WIRELESS, INC.

350 WEST JAVA DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2012

3. Issuer Name and Ticker or Trading Symbol
RUCKUS WIRELESS INC [ RKUS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	97,699	I	By The Lo 1999 Family Trust f/b/o Grant Gah-Yun Martin⁽¹⁾
Common Stock	97,699	I	By The Lo 1999 Family Trust f/b/o Kwun Man Lo⁽²⁾
Common Stock	97,699	I	By The Lo 1999 Family Trust f/b/o Kyle Paht-Yun Martin⁽³⁾
Common Stock	11,100	I	By The Sean Martin 2003 Irrevocable Trust⁽⁴⁾
Common Stock	16,099	I	By The Amy Lo 2004 Irrevocable Trust⁽⁵⁾
Common Stock	2,035,627	I	By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽⁷⁾	01/17/2018	Common Stock	1,754,904	$0.43	D
Stock Option (Right to Buy)	⁽⁸⁾	11/22/2019	Common Stock	700,000	$0.82	D
Stock Option (Right to Buy)	⁽⁹⁾	06/18/2022	Common Stock	2,250,000	$5.71	D
Series A-1 Convertible Preferred Stock	⁽¹⁰⁾⁽¹¹⁾	⁽¹²⁾	Common Stock	1,109,026	$0.2267	I	By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97
Series B Convertible Preferred Stock	⁽¹⁰⁾⁽¹³⁾	⁽¹²⁾	Common Stock	163,265	$0.49	I	By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97
Series C Convertible Preferred Stock	⁽¹⁰⁾⁽¹⁴⁾	⁽¹²⁾	Common Stock	14,992	$1.15	I	By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97
Series E Convertible Preferred Stock	⁽¹⁰⁾⁽¹⁵⁾	⁽¹²⁾	Common Stock	28,921	$1.82	I	By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97

Explanation of Responses:

1. Consists of 97,699 shares of common stock held by The Lo 1999 Family Trust f/b/o Grant Gah-Yun Martin. The Reporting Person is a Trustee of The Lo 1999 Family Trust f/b/o Grant Gah-Yun Martin.

2. Consists of 97,699 shares of common stock held by The Lo 1999 Family Trust f/b/o Kwun Man Lo. The Reporting Person is a Trustee of The Lo 1999 Family Trust f/b/o Kwun Man Lo.

3. Consists of 97,699 shares of common stock held by The Lo 1999 Family Trust f/b/o Kyle Paht-Yun Martin. The Reporting Person is a Trustee of The Lo 1999 Family Trust f/b/o Kyle Paht-Yun Martin.

4. Consists of 11,100 shares of common stock held by The Sean Martin 2003 Irrevocable Trust. The Reporting Person is a Trustee of The Sean Martin 2003 Irrevocable Trust.

5. Consists of 16,099 shares of common stock held by The Amy Lo 2004 Irrevocable Trust. The Reporting Person is a Trustee of The Amy Lo 2004 Irrevocable Trust.

6. Consists of 2,035,627 shares of common stock held by Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97. The Reporting Person is a Trustee of The Selina Y. Lo Trust U/T/D 7/22/97.

7. The Option is fully vested as of January 1, 2012.

8. The Option shares shall vest as follows: 1/48th of the shares subject to such option shall vest each month after November 23, 2009, provided however, if within 12 months following a Corporate Transaction (as defined in the 2002 Stock Plan), Reporting Person (a) is terminated without Cause (as defined in the 2002 Stock Plan) or (b) terminates her employment for Good Cause (as defined in the 2002 Stock Plan), 50% of the then unvested shares shall immediately become fully vested, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2002 Stock Plan) as of each such date.

9. The Option shares shall vest as follows: 1/48th of the shares subject to such option shall vest each month after January 1, 2012, provided however, if within twelve (12) months following a Corporate Transaction (as defined in the 2012 Equity Incentive Plan), Reporting Person (a) is terminated without Cause (as defined in the 2012 Equity Incentive Plan) or (b) terminates her employment for Good Cause (as defined in the 2012 Equity Incentive Plan), fifty percent (50%) of the then unvested shares shall immediately become fully vested, subject to Reporting Person's Continous Service (as defined in the Issuer's 2012 Equity Incentive Plan) as of each such date.

10. Immediately convertible into shares of the Issuer's common stock at Reporting Person's election.

11. The shares will automatically convert into 1,109,026 shares of the Issuer's common stock immediately upon the closing of a Qualified IPO (as defined in the Issuer's Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on February 3, 2012).

12. The shares do not have an expiration date.

13. The shares will automatically convert into 163,265 shares of the Issuer's common stock immediately upon the closing of a Qualified IPO.

14. The shares will automatically convert into 14,992 shares of the Issuer's common stock immediately upon the closing of a Qualified IPO.

15. The shares will automatically convert into 28,921 shares of the Issuer's common stock immediately upon the closing of a Qualified IPO.

Remarks:

	/s/ Scott R. Maples, as attorney-in-fact	11/15/2012
	** 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 5 (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.
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