| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CISCO SYSTEMS INC [ CSCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/04/2011 | M(1) | 30,000 | A | $16.15 | 444,090(2) | D | |||
| Common Stock | 04/04/2011 | S(1) | 30,000 | D | $17.02 | 414,090(2) | D | |||
| Common Stock | 19,776(3) | I | by Family Trust(4) | |||||||
| Common Stock | 5,600 | I | by Trust(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $16.15 | 04/04/2011 | M(1) | 30,000 | 04/05/2003(6) | 04/05/2011 | Common Stock | 30,000 | $0 | 0(7) | D | ||||
| Explanation of Responses: |
| 1. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on December 17, 2010. |
| 2. Since the reporting person's last Form 4 filing, the reporting person transferred 86,786 shares previously reported as directly owned in a transaction exempt from reporting under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such shares are no longer beneficially owned by the reporting person. Also includes 108,806 shares that were previously reported as indirectly beneficially owned by Family Trust which were distributed and became directly owned by the reporting person pursuant to a transaction exempt from reporting under Section 16(a) of the Exchange Act. |
| 3. Since the reporting person's last Form 4 filing, the reporting person transferred 108,806 shares previously reported as indirectly owned by Family Trust in a transaction exempt from reporting under Section 16(a) of the Exchange Act, and such shares are no longer beneficially owned by the reporting person. Also excludes the 108,806 shares that were previously reported as indirectly beneficially owned by Family Trust which were distributed and became directly owned by the reporting person as described in footnote (2) above. |
| 4. By Mark Chandler and Christina S. Kenrick Family Trust dated 3/10/97. |
| 5. The reporting person is one of three co-trustees and is a remainder beneficiary of the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes. |
| 6. The option vested as to twenty percent (20%) of the shares on the one (1) year anniversary of the grant date, and as to the remaining eighty percent (80%) of the shares thereafter in forty-eight (48) successive equal monthly installments. |
| 7. Since the last reporting of this stock option, the reporting person transferred 30,000 of the underlying securities in a transaction exempt from reporting under Section 16(a) of the Exchange Act, and such securities are no longer beneficially owned by the reporting person. |
| Remarks: |
| /s/ Mark D. Chandler by Evan Sloves, Attorney-in-Fact | 04/04/2011 | |
| ** 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. | ||