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^*

Horton Robert

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & General Counsel

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		56,835	D	$2.24	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)
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	⁽¹⁾	11/21/2011		D			6,539	⁽²⁾	⁽³⁾	Common Stock	6,539	⁽⁴⁾	19,616	D
Restricted Stock Units	⁽¹⁾	11/21/2011		D			19,616	⁽⁵⁾	⁽³⁾	Common Stock	19,616	⁽⁶⁾	0	D
Restricted Stock Units	⁽¹⁾	11/21/2011		D			5,448	⁽²⁾	⁽³⁾	Common Stock	5,448	⁽⁷⁾	5,449	D
Restricted Stock Units	⁽¹⁾	11/21/2011		D			5,449	⁽⁸⁾	⁽³⁾	Common Stock	5,449	⁽⁶⁾	0	D
Restricted Stock Units	⁽¹⁾	11/21/2011		D			2,500	⁽⁹⁾	⁽³⁾	Common Stock	2,500	⁽⁶⁾	0	D
Restricted Stock Units	⁽¹⁾	11/21/2011		D			7,500	⁽¹⁰⁾	⁽³⁾	Common Stock	7,500	⁽⁶⁾	0	D
Restricted Stock Units	⁽¹⁾	11/21/2011		D			34,400	⁽¹¹⁾	⁽³⁾	Common Stock	34,400	⁽⁶⁾	0	D
Restricted Stock Units	⁽¹⁾	11/21/2011		D			20,801	⁽¹²⁾	⁽³⁾	Common Stock	20,801	⁽⁶⁾	0	D
Restricted Stock Units	⁽¹⁾	11/21/2011		D			5,417	⁽¹³⁾	⁽³⁾	Common Stock	5,417	⁽⁶⁾	0	D
Restricted Stock Units	⁽¹⁾	11/21/2011		D			14,583	⁽¹⁴⁾	⁽³⁾	Common Stock	14,583	⁽⁶⁾	0	D
Restricted Stock Units	⁽¹⁾	11/21/2011		D			41,667	⁽¹⁵⁾	⁽³⁾	Common Stock	41,667	⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$2.2	11/21/2011		D			69,493	⁽¹⁶⁾	04/10/2016	Common Stock	69,493	⁽¹⁷⁾	0	D

Explanation of Responses:

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

2. The restricted stock units vested on November 19, 2011.

3. Not applicable.

4. 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 $14,647.36, which represents $2.24 for each outstanding unit.

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

6. 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.

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 $12,203.52, which represents $2.24 for each outstanding unit.

8. The remaining restricted stock units vest on May 19, 2012.

9. The restricted stock units vest on February 13, 2012.

10. The restricted stock units vest on June 11, 2012.

11. The restricted stock units vest in three equal semi-annual installments beginning on February 24, 2012.

12. The restricted stock units vest in four equal semi-annual installments beginning on February 11, 2012.

13. The restricted stock units vest in eight equal quarterly installments beginning on February 18, 2102.

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

15. The restricted stock units vest in five equal semi-annual installments beginning on March 10, 2012.

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

17. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $2,779.72, which represents the difference between $2.24 and the exercise price of the option per share.

	/s/ Robert Horton	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).
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