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^*

Wall Tyler

(Last)

(First)

(Middle)

1745 TECHNOLOGY DRIVE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROCADE COMMUNICATIONS SYSTEMS INC [ BRCD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2009

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⁽¹⁾	11/24/2009		A		138,198	A	$0.0	290,426	D
Common Stock⁽²⁾	11/24/2009		F		57,740	D	$7.1	232,686	D
Common Stock⁽³⁾	11/24/2009		A		36,800	A	$0	269,486	D
Common Stock⁽⁴⁾	11/24/2009		F		13,498	D	$7.1	255,988	D
Common Stock	11/25/2009		S		103,760	D	$7.2524	152,228	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)
Restricted Stock Units	$0.00⁽⁵⁾	11/24/2009		A		103,625		⁽⁶⁾	⁽⁶⁾	Common Stock	103,625	$0.	103,625	D

Explanation of Responses:

1. Reflects the settlement of performance-based restricted stock units granted July 30, 2007 pursuant to the Long Term Incentive Outperform Plan Agreement under Brocade's 1999 Stock Plan.

2. Shares automatically withheld for payment of tax withholding liability in connection with vesting of the performance-based restricted stock units granted July 30, 2007 pursuant to the Long Term Incentive Outperform Plan Agreement.

3. Reflects the settlement of performance-based restricted stock units granted effective as of November 24, 2006 under Brocade's 1999 Stock Plan.

4. Shares automatically withheld for payment of tax withholding liability in connection with the vesting of the performance-based restricted stock units granted effective as of November 24, 2006.

5. Each restricted stock unit represents a contingent right to receive one share of Brocade common stock.

6. The restricted stock units were granted upon achievement of certain peformance objectives pursuant to the performance-based restricted stock units granted May 28, 2009 under Brocade's 2009 Stock Plan. The restricted stock units vest in full on the last regular work day of Brocade's fiscal year 2010 subject to the terms of the performance-based restricted stock unit agreement.

	/s/ Richard Deranleau, Attorney-in-fact for Tyler Wall	11/25/2009
	** 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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