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*
Galvin Michael M

(Last) (First) (Middle)
1344 CROSSMAN AVENUE

(Street)
SUNNYVALE CA 94089

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARUBA NETWORKS, INC. [ ARUN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2015
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)
Code V Amount (A) or (D) Price
Common Stock 05/18/2015 D 34,375(1) A $0.0 248,945 D
Common Stock 05/18/2015 D 248,945 D (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0.0 05/18/2015 A 40,625 05/18/2015(3) 07/31/2017 Common Stock 40,625 (4) 40,625 D
Restricted Stock Units $0.0 05/18/2015 D 40,625 05/18/2015(5) 07/31/2017 Common Stock 40,625 (4) 0 D
Restricted Stock Units $0.0 05/18/2015 D 20,625 09/15/2014 12/15/2017 Common Stock 20,625 (6) 0 D
Explanation of Responses:
1. Represents market stock units which became fully vested and were issued as shares of common stock immediately prior to the consummation of the Merger, as defined below.
2. 248,945 shares were disposed of at the effective time of the merger of a subsidiary of Hewlett-Packard Company ("Hewlett-Packard") with and into the Issuer ("Merger") pursuant to the Agreement and Plan of Merger, dated as of March 2, 2015, by and among Hewlett-Packard Company, Aspen Acquisition Sub, Inc. and the Issuer (the "Merger Agreement") in exchange for $24.67 per share, without interest, and subject to deduction for any applicable withholding taxes (the "Merger Consideration"). 29,687 shares consist of restricted stock units that remain subject to time-based vesting and forfeiture conditions and were converted into such number of restricted stock units of Hewlett-Packard determined by multiplying the number of unvested restricted stock units by the Exchange Ratio, as defined below.
3. 40,625 market stock units became earned on May 18, 2015 and became time-based restricted stock units subject to vesting in equal quarterly installments following May 18, 2015.
4. This is not a reportable field.
5. 40,625 restricted stock units remain subject to time-based vesting and forfeiture conditions and were converted into such number of restricted stock units of Hewlett-Packard determined by multiplying the number of unvested restricted stock units by the Exchange Ratio.
6. 20,625 shares consist of restricted stock units that remain subject to time-based vesting and forfeiture conditions and were converted into such number of restricted stock units of Hewlett-Packard determined by multiplying the number of unvested restricted stock units by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of Hewlett-Packard common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Exchange Ratio"), rounded down to the nearest whole share and pursuant to the terms and conditions of the Merger Agreement.
By: Carmen Elliott, Attorney in Fact For: Michael Galvin 05/20/2015
** 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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