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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

STANZIONE ROBERT J

(Last)

(First)

(Middle)

3871 LAKEFIELD DRIVE

(Street)

SUWANEE

30024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARRIS International plc [ ARRS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2019

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)
Ordinary Shares	04/04/2019		D⁽¹⁾		803,911	D	$31.75	0	D
Ordinary Shares	04/04/2019		D⁽¹⁾		39,251	D	$31.75	0	I	Donor Advised Fund

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 Shares	$0	04/04/2019		D			151,315	⁽²⁾	⁽³⁾	Ordinary Shares	151,315	⁽²⁾	0	D
Restricted Shares	$0	04/04/2019		D			30,900	⁽²⁾	⁽³⁾	Ordinary Shares	30,900	⁽²⁾	0	D
Restricted Shares	$0	04/04/2019		D			23,288	⁽⁴⁾	⁽³⁾	Ordinary Shares	23,288	⁽⁴⁾	0	D
Restricted Shares	$0	04/04/2019		D			75,658	⁽⁵⁾	07/07/2017	Ordinary Shares	75,658	⁽⁵⁾	0	D
Restricted Shares	$0	04/04/2019		D			15,450	⁽⁵⁾	03/29/2021	Ordinary Shares	15,450	⁽⁵⁾	0	D
Restricted Shares	$0	04/04/2019		D			11,644	⁽⁵⁾	03/30/2022	Ordinary Shares	11,644	⁽⁵⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of that certain Bid Conduct Agreement (the "Acquisition Agreement") between ARRIS International plc ("ARRIS") and CommScope Holding Company, Inc. ("CommScope"), CommScope agreed to acquire all of the issued and to be issued Ordinary Shares of ARRIS (the "Acquisition") for $31.75 per Ordinary Share by means of a court-sanctioned scheme of arrangement (the "Scheme"). On April 4, 2019, at the effective time of the Scheme (the "Effective Time"), each Ordinary Share then outstanding was automatically transferred from ARRIS shareholders in accordance with the Scheme and the Acquisition Agreement to CommScope, and the ARRIS shareholders ceased to have any rights with respect to their Ordinary Shares, except their right to receive $31.75 per Ordinary Share. This represents shares disposed of upon consummation of the Acquisition.

2. At the Effective Time, this performance-based restricted stock unit grant, which provided for vesting between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period, was deemed to have satisfied its performance-based vesting conditions at the target level, and was cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of Ordinary Shares subject to such performance-based restricted stock units.

3. This restricted stock unit grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.

4. At the Effective Time, this performance-based restricted stock unit grant, which provided for vesting between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period, was deemed to have satisfied its performance-based vesting conditions at a level that results in performance vesting at 150% of the target level, and was cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of Ordinary Shares subject to such performance-based restricted stock units.

5. At the Effective Time, the Ordinary Shares subject to this restricted stock unit grant, which provided for vesting one year from the date of grant, were cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of restricted stock units being so cancelled and converted.

	/s/ Patrick W. Macken, attorney-in-fact	04/08/2019
	** 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.