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^*

Lo Selina Y

(Last)

(First)

(Middle)

C/O RUCKUS WIRELESS, INC.

350 WEST JAVA DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RUCKUS WIRELESS INC [ RKUS ]

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)
11/20/2012

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	11/20/2012		C		1,316,204	A	⁽¹⁾	3,351,831	I	See attached footnote.⁽²⁾

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)
Series A-1 Convertible Preferred Stock	⁽¹⁾	11/20/2012		C			1,109,026	⁽¹⁾	⁽³⁾	Common Stock	1,109,026	$0.2267	0	I	By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97.
Series B Convertible Preferred Stock	⁽¹⁾	11/20/2012		C			163,265	⁽¹⁾	⁽³⁾	Comon Stock	163,265	$0.49	0	I	By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97.
Series C Convertible Preferred Stock	⁽¹⁾	11/20/2012		C			14,992	⁽¹⁾	⁽³⁾	Common Stock	14,992	$1.15	0	I	By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97.
Series E Convertible Preferred Stock	⁽¹⁾	11/20/2012		C			28,921	⁽¹⁾	⁽³⁾	Common Stock	28,921	$1.82	0	I	By Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97.

Explanation of Responses:

1. Shares of Issuer's Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series E Convertible Preferred Stock converted into shares of the Issuer's common stock on a 1-for-1 basis at the closing of a Qualified IPO (as defined in the Issuer's Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on February 3, 2012.)

2. Consists of 97,699 shares of common stock held by The Lo 1999 Family Trust f/b/o Grant Gah-Yun Martin, 97,699 shares of common stock held by The Lo 1999 Family Trust f/b/o Kwun Man Lo, 97,699 shares of common stock held by The Lo 1999 Family Trust f/b/o Kyle Paht-Yun Martin, 11,100 shares of common stock held by The Sean Martin 2003 Irrevocable Trust, 16,099 shares of common stock held by The Amy Lo 2004 Irrevocable Trust and 2,035,627 shares of common stock held by Selina Lo, Trustee of Selina Y. Lo Trust U/T/D 7/22/97. The Reporting Person is a Trustee of The Lo 1999 Family Trust f/b/o Grant Gah-Yun Martin, The Lo 1999 Family Trust f/b/o Kwun Man Lo, The Lo 1999 Family Trust f/b/o Kyle Paht-Yun Martin, The Sean Martin 2003 Irrevocable Trust, The Amy Lo 2004 Irrevocable Trust and the Selina Y. Lo Trust U/T/D 7/22/97.

3. The shares do not have an expiration date.

Remarks:

	/s/ Scott R. Maples, as attorney in fact	11/20/2012
	** 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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