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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Burns James P.

(Last)

(First)

(Middle)

C/O SILVER SPRING NETWORKS, INC.

555 BROADWAY ST.

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SILVER SPRING NETWORKS INC [ SSNI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2016

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	05/10/2016		M⁽¹⁾		9,625	A	$0	37,901	D
Common Stock	05/10/2016		F⁽²⁾		3,618	D	$13.09	34,283	D
Common Stock	05/10/2016		M⁽³⁾		4,625	A	$0	38,908	D
Common Stock	05/10/2016		F⁽²⁾		1,739	D	$13.43	37,169	D
Common Stock	05/11/2016		S		6,007⁽⁴⁾	D	$12.7008⁽⁵⁾	31,162	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	$0⁽⁶⁾	05/10/2016		M⁽³⁾			4,625	⁽⁷⁾	⁽⁷⁾	Common Stock	4,625	$0	27,750	D
Employee Stock Option (right to buy)	$13.09	05/10/2016		A		75,000		⁽⁸⁾	05/09/2026	Common Stock	75,000	$0	75,000	D
Restricted Stock Units	$0⁽⁶⁾	05/10/2016		A		33,750		⁽⁹⁾	⁽⁹⁾	Common Stock	33,750	$0	33,750	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") awarded to the Reporting Person on May 10, 2016, pursuant to the Issuer's 2015 Corporate Bonus Plan, that vested in full and settled immediately upon grant. The shares of Common Stock were delivered to the Reporting Person upon settlement for no consideration.

2. Exempt transaction pursuant to Section 16b-3(e) for payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished to the Issuer by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

3. Release and settlement of RSUs granted to the Reporting Person on November 15, 2013, the grant of which was previously reported on a Form 4 by the Reporting Person.

4. Represents the aggregate of sales effected on the same day at different prices.

5. Represents the weighted average sales price per share. The shares were sold at prices ranging from $12.70 to $12.71 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

6. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

7. 25% of the RSUs vested on November 10, 2014 and thereafter vests quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on February 10, 2015. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

8. The stock option will vest as to 1/4th of the total number of shares on May 10, 2017 and thereafter shall vest as to 1/48th of the total number of shares in equal monthly installments.

9. 25% of the RSUs vest on May 10, 2017 and thereafter shall vest quarterly as to 6.25% of the total RSUs with the first 6.25% vesting on August 10, 2017. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

	/s/ James P. Burns by Cecilia Hartwig, Attorney-in-Fact	05/12/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.