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^*

Wagenseller David

(Last)

(First)

(Middle)

6900 PASEO PADRE PARKWAY

(Street)

FREMONT

94555

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NETWORK EQUIPMENT TECHNOLOGIES INC [ NWK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2012

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⁽¹⁾	08/24/2012		J		8,527	D	$1.35	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)
Non-Qualified Stock Option (right to buy)⁽²⁾	$0.83	08/24/2012		J			40,000	08/24/2012	02/21/2019	Common Stock	40,000	$0	0	D
Non-Qualified Stock Option (right to buy)⁽³⁾	$2.6	08/24/2012		J			20,000	08/24/2012	08/01/2018	Common Stock	20,000	$0	0	D
Non-Qualified Stock Option (right to buy)⁽³⁾	$4.6	08/24/2012		J			10,500	08/24/2012	12/05/2015	Common Stock	10,500	$0	0	D
Non-Qualified Stock Option (right to buy)⁽³⁾	$4.69	08/24/2012		J			1,000	08/24/2012	08/01/2015	Common Stock	1,000	$0	0	D
Non-Qualified Stock Option (right to buy)⁽³⁾	$4.9	08/24/2012		J			60,000	08/24/2012	05/10/2017	Common Stock	60,000	$0	0	D
Non-Qualified Stock Option (right to buy)⁽³⁾	$5.6	08/24/2012		J			25,000	08/24/2012	03/08/2017	Common Stock	25,000	$0	0	D
Non-Qualified Stock Option (right to buy)⁽³⁾	$5.99	08/24/2012		J			10,000	08/24/2012	08/17/2016	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. Disposed of in connection with the acquisition of Network Equipment Technology, Inc. ("NET") by Sonus Networks, Inc. ("Sonus"), completed on August 24, 2012. In connection with the merger, each outstanding share of NET common stock was exchanged for $1.35 in cash.

2. This option was assumed by Sonus Netowrks, Inc. in the merger completed on August 24, 2012 and will be replaced with an equivalent option (based on the exchange ratio) to purchase shares of Sonus common stock.

3. Under the terms of the merger of Network Equipment Technology and Sonus Networks, Inc completed on August 24, 2012, this option became fully-vested immediately prior to the closing of the merger and then was cancelled upon the closing.

	David Wagenseller	08/24/2012
	** Signature of Reporting Person	Date
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