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^*

ROCKENBACH MICHAEL J

(Last)

(First)

(Middle)

3333 SUSAN STREET

(Street)

COSTA MESA

92626

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMULEX CORP /DE/ [ ELX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	E V P C F O

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2013

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	09/15/2013		F		1,894⁽¹⁾	D	$7.73	361,648	D
Common Stock	09/15/2013		M		8,520⁽²⁾	A	$0.0	370,168	D
Common Stock	09/15/2013		D		8,520⁽²⁾	D	$7.73	361,648	D
Common Stock	09/15/2013		A		2,305⁽³⁾	A	$0.0	363,953	D
Common Stock	09/15/2013		F		866⁽³⁾	D	$7.73	363,087	D
Common Stock	09/15/2013		M		2,305⁽⁴⁾	A	$0.0	365,392	D
Common Stock	09/15/2013		D		2,305⁽⁴⁾	D	$7.73	363,087	D
Common Stock								12,680	I	by Daughter
Common Stock								12,680	I	by Son

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)
Cash Settled Units	$0.0⁽²⁾	09/15/2013		M			8,520⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	8,520	$0.0⁽²⁾	19,880	D
Performance Shares	⁽⁴⁾	09/15/2013		A		2,305⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Performance Cash Settled Units	2,305	$0.0⁽⁴⁾	2,305	D
Performance Shares	⁽⁴⁾	09/15/2013		M			2,305⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Performance Cash Settled Units	2,305	$0.0⁽⁴⁾	0	D

Explanation of Responses:

1. Consists of shares withheld by the company to satisfy the tax withholding obligations upon the vesting of an award of restricted stock units previously granted.

2. Represents a portion of the cash settled units granted on September 15, 2012 as previously reported, of which 30% vested on September 15, 2013. Each vested cash settled unit was settled solely in cash equal to the price of one share of Emulex Corporation common stock on the vest date of September 15, 2013.

3. Represents restricted stock units awarded as a result of satisfaction of performance criteria under 12,200 performance stock units previously granted under the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan. On September 15, 2013, an aggregate of 2,305 restricted stock units were earned and an aggregate of 2,305 shares were released, of which an aggregate of 866 shares were withheld by the company to satisfy tax withholding obligations.

4. Represents cash settled units awarded as a result of satisfaction of performance criteria under 12,200 performance cash settled units previously granted under the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan. On September 15, 2013, an aggregate of 2,305 cash settled stock units were earned and vested. Each vested cash settled unit was settled solely in cash equal to the price of one share of Emulex Corporation common stock on the vest date of September 15, 2013.

	By: Joyce Shinn, Attorney in Fact For: Michael J. Rockenbach	09/18/2013
	** 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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