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^*

SWITZ ROBERT E

(Last)

(First)

(Middle)

13625 TECHNOLOGY DRIVE

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADC TELECOMMUNICATIONS INC [ ADCT ]

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)
12/08/2010

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	12/08/2010		D		373,119	D	$12.75⁽¹⁾	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)
Stock Option (right to Buy)	$53.76	12/08/2010		D			21,428⁽²⁾	⁽²⁾	05/31/2011	Common Stock	21,428	⁽²⁾	0	D
Stock Option (right to Buy)	$30.59	12/08/2010		D			3,269⁽²⁾	⁽²⁾	11/01/2011	Common Stock	3,269	⁽²⁾	0	D
Stock Option (right to Buy)	$30.59	12/08/2010		D			48,564⁽²⁾	⁽²⁾	11/01/2011	Common Stock	48,564	⁽²⁾	0	D
Stock Option (right to Buy)	$15.82	12/08/2010		D			6,321⁽²⁾	⁽²⁾	11/27/2012	Common Stock	6,321	⁽²⁾	0	D
Stock Option (right to Buy)	$15.82	12/08/2010		D			89,964⁽²⁾	⁽²⁾	11/27/2012	Common Stock	89,964	⁽²⁾	0	D
Stock Option (right to Buy)	$17.43	12/08/2010		D			171,428⁽²⁾	⁽²⁾	08/29/2013	Common Stock	171,428	⁽²⁾	0	D
Stock Option (right to Buy)	$18.76	12/08/2010		D			16,357⁽²⁾	⁽²⁾	12/16/2014	Common Sstock	16,357	⁽²⁾	0	D
Stock Option (right to Buy)	$18.76	12/08/2010		D			126,499⁽²⁾	⁽²⁾	12/16/2014	Common Stock	126,499	⁽²⁾	0	D
Stock Option (right to Buy)	$23.91	12/08/2010		D			4,182⁽²⁾	⁽²⁾	12/15/2015	Common Stock	4,182	⁽²⁾	0	D
Stock Option (right to Buy)	$23.91	12/08/2010		D			120,818⁽²⁾	⁽²⁾	12/15/2015	Common Stock	120,818	⁽²⁾	0	D
Stock Option (right to Buy)	$14.59	12/08/2010		D			6,854⁽²⁾	⁽²⁾	12/18/2013	Common Stock	6,854	⁽²⁾	0	D
Stock Option (right to Buy)	$14.59	12/08/2010		D			133,146⁽²⁾	⁽²⁾	12/18/2013	Common Stock	133,146	⁽²⁾	0	D
Stock Option (right to Buy)	$17.76	12/08/2010		D			5,630⁽²⁾	⁽²⁾	12/17/2014	Common Stock	5,630	⁽²⁾	0	D
Stock Option (right to Buy)	$17.76	12/08/2010		D			134,370⁽²⁾	⁽²⁾	12/17/2014	Common Stock	134,370	⁽²⁾	0	D
Stock Option (right to Buy)	$4.85	12/08/2010		D			20,621⁽²⁾	⁽²⁾	12/23/2015	Common Stock	20,621	⁽²⁾	0	D
Stock Option (right to Buy)	$4.85	12/08/2010		D			405,379⁽²⁾	⁽²⁾	12/23/2015	Common Stock	405,379	⁽²⁾	0	D
Stock Option (right to Buy)	$6	12/08/2010		D			192,977⁽²⁾	⁽²⁾	11/23/2016	Common Stock	192,977	⁽²⁾	0	D
Stock Option (right to Buy)	$6	12/08/2010		D			16,666⁽²⁾	⁽²⁾	11/23/2016	Common Stock	16,666	⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	12/08/2010		D			405,356⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	405,356	$12.75⁽⁴⁾	0	D

Explanation of Responses:

1. In connection with the acquisition of the Company by a wholly owned subsidiary of Tyco Electronics Ltd. ("TE") on December 8, 2010 (the "Acquisition") pursuant to an agreement and plan of merger dated July 12, 2010, as amended July 24, 2010 (the "Merger Agreement"), these shares of Company common stock were canceled and automatically converted into the right to receive $12.75 per share in cash, without interest and less any applicable withholding taxes.

2. In connection with the Acquisition, this option vested in accordance with the terms of its applicable option award agreement,was assumed by TE and replaced with an option to purchase a number of shares of TE common stock based on a formula set forth in the Merger Agreement.

3. Settled one-for-one in shares of Company common stock.

4. In connection with the Acquisition, these restricted stock units were canceled in exchange for the right to receive an amount equal to the total number of shares of common stock represented by such restricted stock units at target multiplied by $12.75 per share, less any applicable withholding taxes.

	/s/ Robert E. Switz	12/08/2010
	** Signature of Reporting Person	Date
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