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^*

EARLEY KATHLEEN B

(Last)

(First)

(Middle)

6000 NATHAN LANE NORTH

(Street)

PLYMOUTH

55442

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMPUTER NETWORK TECHNOLOGY CORP [ CMNT ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2005

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	06/01/2005		D		13,000⁽¹⁾	D	⁽²⁾	0	D
Common Stock	06/01/2005		D		1,000	D	⁽³⁾	0	I	By Husband

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)
Non-Qualified Stock Option (right to buy)	$7.16	06/01/2005		D			50,000	⁽⁴⁾	06/24/2013	Common Stock	50,000	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$7.16	06/01/2005		D			20,000	⁽⁵⁾	06/24/2013	Common Stock	20,000	⁽⁵⁾	0	D

Explanation of Responses:

1. Includes award of 8,000 deferred stock units, all of which are vested.

2. Disposed of pursuant to Agreement and Plan of Merger among Issuer, McData Corporation and Condor Acqusition, Inc. in exchange for 6,500 shares of McData Class A common stock and 10,400 deferred stock units for McData Class A common stock, respectively, having a market value of $3.76 per share on the effective date of the merger.

3. Disposed of pursuant to Agreement and Plan of Merger among Issuer, McData Corporation and Condor Acqusition, Inc. in exchange for 1,300 shares of McData Class A common stock having a market value of $3.76 per share on the effective date of the merger.

4. This partially vested option, which was granted on June 25, 2003 and provided for vesting of 1,389 options in equal monthly installments beginning June 25, 2005, was assumed by McData Corporation and replaced with an option to acquire 65,000 shares of McData Class A common stock for $5.51 per share.

5. This fully vested option granted on June 25, 2003 was assumed by McData Corporation and replaced with an option to acquire 26,000 shares of McData Class A common stock for $5.51 per share.

Remarks:

	/s/ Gregory T. Barnum, Attorney-in-fact	06/01/2005
	** 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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