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^*

Boerema Donald A.

(Last)

(First)

(Middle)

1501 YAMATO ROAD

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADT Corp [ ADT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP/Chief Corp. Dev. Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2016

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	05/02/2016		D⁽¹⁾		38,054⁽¹⁾	D	$0⁽²⁾	0.0000	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)
Employee Stock Option (Right to Buy)	$21.6169	05/02/2016		D⁽³⁾			8,665	⁽⁴⁾	09/30/2019	Common Stock	8,665	⁽³⁾	0.0000	D
Employee Stock Option (Right to Buy)	$18.5745	05/02/2016		D⁽³⁾			11,288	⁽⁵⁾	10/06/2018	Common Stock	11,288	⁽³⁾	0.0000	D
Employee Stock Option (Right to Buy)	$23.8843	05/02/2016		D⁽³⁾			12,021	⁽⁶⁾	10/11/2020	Common Stock	12,021	⁽³⁾	0.0000	D
Employee Stock Option (Right to Buy)	$28.387	05/02/2016		D⁽³⁾			10,757	⁽⁷⁾	10/11/2021	Common Stock	10,757	⁽³⁾	0.0000	D
Employee Stock Option (Right to Buy)	$33.81	05/02/2016		D⁽³⁾			12,090	⁽⁸⁾	11/12/2025	Common Stock	12,090	⁽³⁾	0.0000	D
Employee Stock Option (Right to Buy)	$35.98	05/02/2016		D⁽³⁾			12,700	⁽⁹⁾	11/13/2024	Common Stock	12,700	⁽³⁾	0.0000	D
Employee Stock Option (Right to Buy)	$25.4599	05/02/2016		D⁽³⁾			15,331	⁽¹⁰⁾	11/18/2017	Common Stock	15,331	⁽³⁾	0.0000	D

Explanation of Responses:

1. On May 2, 2016, pursuant to the merger agreement, dated as of February 14, 2016 (the "Merger Agreement"), entered into by and among the Issuer, Prime Security Services Borrower, LLC, a Delaware limited liability company ("Parent"), Prime Security One MS, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Prime Security Services Parent, Inc., a Delaware corporation, and Prime Security Services TopCo Parent, L.P., a Delaware limited partnership, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Includes 6,664 restricted stock units ("RSUs").

2. Pursuant to the Merger Agreement, (a) at the effective time of the Merger, each outstanding share of the Issuer's common stock was converted into the right to receive $42.00 in cash, without interest, and (b) immediately prior to the effective time of the Merger, any vesting conditions applicable to each outstanding RSU accelerated in full, and each such unit was cancelled and the holder thereof was entitled to receive an amount in cash, without interest, equal to the product of (i) the total number of shares subject to such units immediately prior to the effective time multiplied by (ii) $42.00.

3. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding option to purchase shares of Issuer common stock became immediately vested and was cancelled and the holder thereof was entitled to receive an amount in cash, without interest, equal to the product of (i) the number of shares subject to such option, multiplied by (ii) the excess, if any, of $42.00 over the exercise price of the option.

4. This option provided for vesting in equal increments on October 1, 2010, 2011, 2012 and 2013.

5. This option provided for vesting in equal increments on October 7, 2009, 2010, 2011 and 2012.

6. This option provided for vesting in equal increments on October 12, 2011, 2012, 2013 and 2014.

7. This option provided for vesting in equal increments on October 12, 2012, 2013, 2014 and 2015.

8. This option provided for vesting in equal increments on November 13, 2016, 2017, 2018 and 2019.

9. This option provided for vesting in equal increments on November 14, 2015, 2016, 2017 and 2018.

10. This option provided for vesting in equal increments on November 19th of 2008, 2009, 2010 and 2011.

	/s/ Lorna R. Simms, Attorney-in-Fact	05/04/2016
	** 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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