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^*

Orr Dominic P

(Last)

(First)

(Middle)

1344 CROSSMAN AVENUE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARUBA NETWORKS, INC. [ ARUN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & C.E.O

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2015

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	05/18/2015		D		125,000	D	⁽¹⁾	0	D
Common Stock	05/18/2015		D		152,350	D	⁽²⁾	0	I	by Corporation
Common Stock	05/18/2015		D		1,050,000	D	⁽³⁾	0	I	by Foundation
Common Stock	05/18/2015		D		193,417	D	⁽⁴⁾	0	I	by Trust

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)	$2.25	05/18/2015		D			1,839,443	04/18/2007⁽⁵⁾	04/17/2016	Common Stock	1,839,443	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$7.58	05/18/2015		D			600,000	⁽⁷⁾	06/11/2016	Common Stock	600,000	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$24.53	05/18/2015		D			150,000	⁽⁸⁾	10/13/2018	Common Stock	150,000	⁽⁶⁾	0	D

Explanation of Responses:

1. 31,250 shares were disposed of at the effective time of the merger of a subsidiary of Hewlett-Packard Company ("Hewlett-Packard") with and into the Issuer ("Merger") pursuant to the Agreement and Plan of Merger, dated as of March 2, 2015, by and among Hewlett-Packard Company, Aspen Acquisition Sub, Inc. and the Issuer (the "Merger Agreement") in exchange for $24.67 per share, without interest, and subject to deduction for any applicable withholding taxes (the "Merger Consideration"). 93,750 shares consist of restricted stock units that remain subject to time-based vesting and forfeiture conditions and were converted into such number of restricted stock units of Hewlett-Packard determined by multiplying the number of unvested restricted stock units the Exchange Ratio, as defined below, rounded down to the nearest whole share and pursuant to the terms and conditions of the Merger Agreement.

2. 152,350 shares were disposed of at the effective time of the Merger in exchange for the Merger Consideration, as defined above.

3. 1,050,000 shares were disposed of at the effective time of the Merger in exchange for the Merger Consideration, as defined above.

4. 193,417 shares were disposed of at the effective time of the Merger in exchange for the Merger Consideration, as defined above.

5. 1,839,443 of the shares underlying the stock option became fully vested as of April 4, 2010, and were canceled in the Merger in exchange for a cash payment, representing the excess of the Merger Consideration over the exercise price of the option multiplied by the number of vested shares of Issuer common stock underlying the stock option.

6. This is not a reportable field.

7. 600,000 of the shares underlying the stock option became fully vested as of June 12, 2013, and were canceled in the Merger in exchange for a cash payment, representing the excess of the Merger Consideration over the exercise price of the option multiplied by the number of vested shares of Issuer common stock underlying the stock option.

8. 138,281 of the shares underlying the stock option became fully vested and were canceled in the Merger in exchange for a cash payment,representing the excess of the Merger Consideration over the exercise price of the option multiplied by the number of vested shares of Issuer common stock underlying the stock option. 11,719 of the shares underlying the stock option remain subject to vesting and forfeiture conditions and were converted into an option to purchase such number of shares of Hewlett-Packard common stock determined by multiplying the number of unvested shares of Issuer common stock underlying the stock option by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of Hewlett-Packard common stock on the New York Stock Exchange for 5 consecutive trading days immediately preceding (but not including) the closing date (the "Exchange Ratio"), rounded down to the nearest whole share and pursuant t

	By: Carmen Elliott, Attorney in Fact For: Dominic P. Orr	05/20/2015
	** 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).
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