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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Bassan-Eskenazi Amir

(Last)

(First)

(Middle)

C/O BIGBAND NETWORKS, INC.

475 BROADWAY STREET

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BigBand Networks, Inc. [ BBND ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2011

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	11/21/2011		U		498,364	D	$2.24	0	D
Common Stock	11/21/2011		U		424,258	D	$2.24	0	I	See footnote⁽¹⁾
Common Stock	11/21/2011		U		5,851	D	$2.24	0	I	See footnote⁽²⁾
Common Stock	11/21/2011		U		5,851	D	$2.24	0	I	See footnote⁽³⁾

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)
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			68,750	⁽⁵⁾	⁽⁶⁾	Common Stock	68,750	⁽⁷⁾	41,250	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			41,250	⁽⁸⁾	⁽⁶⁾	Common Stock	41,250	⁽⁹⁾	0	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			55,000	⁽¹⁰⁾	⁽⁶⁾	Common Stock	55,000	⁽¹¹⁾	55,000	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			55,000	⁽¹²⁾	⁽⁶⁾	Common Stock	55,000	⁽⁹⁾	0	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			41,666	⁽¹³⁾	⁽⁶⁾	Common Stock	41,666	⁽¹⁴⁾	41,666	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			41,666	⁽¹⁵⁾	⁽⁶⁾	Common Stock	41,666	⁽⁹⁾	0	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			43,750	⁽¹⁶⁾	⁽⁶⁾	Common Stock	43,750	⁽¹⁷⁾	43,750	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			43,750	⁽¹⁸⁾	⁽⁶⁾	Common Stock	43,750	⁽⁹⁾	0	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			35,750	⁽¹⁹⁾	⁽⁶⁾	Common Stock	35,750	⁽²⁰⁾	35,750	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			35,750	⁽²¹⁾	⁽⁶⁾	Common Stock	35,750	⁽⁹⁾	0	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			45,500	⁽²²⁾	⁽⁶⁾	Common Stock	45,500	⁽²³⁾	45,500	D
Restricted Stock Units	⁽⁴⁾	11/21/2011		D			45,500	⁽²⁴⁾	⁽⁶⁾	Common Stock	45,500	⁽⁹⁾	0	D
Employee Stock Option (right to buy)	$0.6	11/21/2011		D			738,174	⁽²⁵⁾	12/31/2012	Common Stock	738,174	⁽²⁶⁾	0	D
Employee Stock Option (right to buy)	$0.6	11/21/2011		D			103,500	⁽²⁵⁾	04/30/2013	Common Stock	103,500	⁽²⁷⁾	0	D
Employee Stock Option (right to buy)	$1	11/21/2011		D			688,106	⁽²⁵⁾	09/28/2014	Common Stock	688,106	⁽²⁸⁾	0	D

Explanation of Responses:

1. Shares held directly by the Reporting Person's spouse.

2. Shares held directly by the Reporting Person's son.

3. Shares held directly by the Reporting Person's daughter.

4. Each restricted stock unit represents a contingent right to receive one share of BBND common stock.

5. A total of 220,000 restricted stock units were originally awarded on May 19, 2009 of which 110,000 units have vested and converted into an equal number of shares of common stock. An additional 27,500 units vested on November 19, 2011. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 41,250 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.

6. Not applicable.

7. Pursuant to the provisions of the Merger Agreement between the Issuer and ARRIS Group, Inc. dated October 10, 2011 (the "Merger Agreement"), the vested restricted stock units were cancelled in exchange for a cash payment of $154,000.00, which represents $2.24 for each outstanding unit.

8. The remaining restricted stock units vest in three equal semi-annual installments beginning on May 19, 2012.

9. Pursuant to the Merger Agreement, each unvested restricted stock unit will be assumed by ARRIS and converted into a restricted stock unit for 0.2055 shares of ARRIS common stock.

10. None of the 100,000 restricted stock units originally awarded on May 19, 2009 have vested. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 50,000 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.

11. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $112,200.00, which represents $2.24 for each outstanding unit.

12. The remaining restricted stock units vest in one installment on May 19, 2013.

13. A total of 125,000 restricted stock units were originally awarded on November 18, 2010 of which 41,668 units have vested and converted into an equal number of shares of common stock. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 41,666 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.

14. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $93,331.84, which represents $2.24 for each outstanding unit.

15. The remaining restricted stock units vest in two equal installments on May 18, 2012 and February 18, 2013.

16. A total of 105,000 restricted stock units were originally awarded on March 14, 2011 of which 17,500 units have vested and converted into an equal number of shares of common stock. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 43,750 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.

17. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $93,331.84, which represents $2.24 for each outstanding unit.

18. The remaining restricted stock units vest in five equal semi-annual installments beginning on March 14, 2012.

19. A total of 143,000 restricted stock units were originally awarded on June 11, 2010 of which 71,500 units have vested and converted into an equal number of shares of common stock. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 35,750 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.

20. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $80,080.00 which represents $2.24 for each outstanding unit.

21. The remaining restricted stock units vest in three equal semi-annual installments beginning on February 11, 2012.

22. None of the 91,000 restricted stock units originally awarded on June 11, 2010 have vested. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 45,500 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.

23. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $101,920, which represents $2.24 for each outstanding unit.

24. The remaining restricted stock units vest in one installment on June 11, 2015.

25. Shares subject to the option are fully vested and immediately exercisable.

26. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,210,605.36, which represents the difference between $2.24 and the exercise price of the option per share.

27. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $169,740.00, which represents the difference between $2.24 and the exercise price of the option per share.

28. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $853,251.44, which represents the difference between $2.24 and the exercise price of the option per share.

	/s/ Robert Horton, by power of attorney	11/22/2011
	** 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.