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^*

BURDICK MARK

(Last)

(First)

(Middle)

6635 KIRKVILLE ROAD

P.O. BOX 178

(Street)

EAST SYRACUSE

13057

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANAREN INC [ ANEN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Wireless Group

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2014

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	02/18/2014		D		7,400	D	⁽¹⁾	65,668	D
Common Stock	02/18/2014		D		65,668⁽³⁾	D	$28⁽²⁾	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	$14.05	02/18/2014		D			15,000	⁽⁴⁾	08/10/2015	Common Stock	15,000	⁽⁴⁾	0	D
Stock Option	$19.56	02/18/2014		D			6,800	⁽⁴⁾	08/09/2016	Common Stock	6,800	⁽⁴⁾	0	D
Stock Option	$12.05	02/18/2014		D			7,910	⁽⁴⁾	08/30/2014	Common Stock	7,910	⁽⁴⁾	0	D
Stock Option	$12.05	02/18/2014		D			12,090	⁽⁴⁾	08/30/2014	Common Stock	12,090	⁽⁴⁾	0	D

Explanation of Responses:

1. In connection with the Agreement and Plan of Merger among ANVC Merger Corp., ANVC Holdings Corp. and the Issuer (the "Merger Agreement") and pursuant to the Rollover and Subscription Agreement by and between the Reporting Person and Anaren Holdings LLC ("Anaren Holdings"), these shares were contributed to Anaren Holdings in exchange for an equity interest in Anaren Holdings having a market value equal to the merger consideration of $28.00 per share ("Merger Consideration").

2. Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration

3. A portion of the Issuer common stock disposed of was restricted stock in the amounts of 5,110, 6,723, 4,525, 4,179, and 3,477, which, in connection with the merger of ANVC Merger Corp. into the Issuer (the "Merger"), was vested and cancelled in exchange for a per share cash payment equal to the Merger Consideration without interest less any applicable withholding taxes.

4. In connection with the Merger, this stock option was automatically deemed exercised on a net share basis and the shares of Issuer common stock resulting from the net exercise were deemed issued, immediately after which, each share of Issuer common stock was cancelled in exchange for a per share cash payment equal to the Merger Consideration without interest less any applicable withholding taxes, and for this reason, the shares deemed issued were not reported in Table I.

Remarks:

	/s/ David M. Ferrara, as attorney-in-fact, pursuant to a power of attorney for Mark Burdick	02/20/2014
	** 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).
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