SEC Form 4
Washington, D.C. 20549


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 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*
Brennan James R

(Last) (First) (Middle)


(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
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
Ordinary Shares 03/08/2019 S 6,350 D $31.6599(1) 46,045 D
Ordinary Shares 03/08/2019 J 1,580(2) D $0 44,465 D
Ordinary Shares 03/08/2019 J 1,580(2) A $0 1,580 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Shares $0 01/31/2020(3) (4) Ordinary Shares 39,330 39,330 D
Restricted Shares $0 01/31/2021(3) (4) Ordinary Shares 39,520 39,520 D
Restricted Shares $0 01/31/2019(3) (4) Ordinary Shares 50,440 50,440 D
Restricted Shares $0 03/31/2021(5) (4) Ordinary Shares 14,749 14,749 D
Restricted Shares $0 03/30/2019(5) (4) Ordinary Shares 4,298 4,298 D
Restricted Shares $0 03/30/2022(5) (4) Ordinary Shares 19,760 19,760 D
Restricted Shares $0 07/07/2020(5) (4) Ordinary Shares 12,610 12,610 D
Explanation of Responses:
1. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.6500 to $31.6550, inclusive. The reporting person undertakes to provide issuer or any security holder of the issuer or the staff of the Security Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. Represents Ordinary Shares transferring from direct to indirect ownership only.
3. Represents a restricted stock unit grant that is performance-based and can vest 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. Amount shown reflects maximum vesting of the award at the 200% level.
4. This restricted stock unit grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.
5. Represents a restricted stock unit grant that vests annually in fourths beginning one year from the date of the award. Date shown reflects the date upon which the award is fully vested.
/s/ Patrick W. Macken, attorney-in-fact 03/12/2019
** 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.