0001127602-19-015067.txt : 20190409
0001127602-19-015067.hdr.sgml : 20190409
20190409154919
ACCESSION NUMBER: 0001127602-19-015067
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190404
FILED AS OF DATE: 20190409
DATE AS OF CHANGE: 20190409
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brewster Victoria P
CENTRAL INDEX KEY: 0001641999
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37672
FILM NUMBER: 19739463
MAIL ADDRESS:
STREET 1: 5724 DENTON CIRCLE
CITY: PEACHTREE CORNERS
STATE: GA
ZIP: 30092
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ARRIS International plc
CENTRAL INDEX KEY: 0001645494
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
IRS NUMBER: 981241619
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3871 LAKEFIELD DRIVE
CITY: SUWANEE
STATE: GA
ZIP: 30024
BUSINESS PHONE: (678)473-2000
MAIL ADDRESS:
STREET 1: 3871 LAKEFIELD DRIVE
CITY: SUWANEE
STATE: GA
ZIP: 30024
FORMER COMPANY:
FORMER CONFORMED NAME: ARRIS International Ltd
DATE OF NAME CHANGE: 20150617
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2019-04-04
1
0001645494
ARRIS International plc
ARRS
0001641999
Brewster Victoria P
3871 LAKEFIELD DRIVE
SUWANEE
GA
30024
1
SVP, HUMAN RESOURCES
Ordinary Shares
2019-04-04
4
D
0
38377
31.75
D
0
D
Restricted Shares
0
2019-04-04
4
D
0
12610
D
Ordinary Shares
12610
0
D
Restricted Shares
0
2019-04-04
4
D
0
10300
D
Ordinary Shares
10300
0
D
Restricted Shares
0
2019-04-04
4
D
0
17640
D
Ordinary Shares
17640
0
D
Restricted Shares
0
2019-04-04
4
D
0
1191
D
2020-07-07
Ordinary Shares
1191
1962
D
Restricted Shares
0
2019-04-04
4
D
0
1962
D
2020-07-07
Ordinary Shares
1962
0
D
Restricted Shares
0
2019-04-04
4
D
0
1016
D
2021-03-29
Ordinary Shares
1016
1674
D
Restricted Shares
0
2019-04-04
4
D
0
1674
D
2021-03-29
Ordinary Shares
1674
0
D
Restricted Shares
0
2019-04-04
4
D
0
3332
D
2022-03-30
Ordinary Shares
3332
5488
D
Restricted Shares
0
2019-04-04
4
D
0
5488
D
2022-03-30
Ordinary Shares
5488
0
D
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.
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.
This restricted stock unit grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.
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.
At the Effective Time, 37.78% of the Ordinary Shares subject to this restricted stock unit grant, which provided for vesting in four equal annual installments beginning 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.
At the Effective Time, 62.22% of the Ordinary Shares subject to this restricted stock unit grant, which provided for vesting in four equal annual installments beginning one year from the date of grant, were assumed and converted into restricted stock units denominated in shares of CommScope common stock equal to (i) the number of restricted stock units being so converted multiplied by (ii) an exchange ratio, (A) the numerator of which is $31.75 and (B) the denominator of which is the volume-weighted average price per share of CommScope's Common Stock for the 20 trading days prior to the Effective Time of $22.0581, but otherwise remained subject to the original terms and vesting schedule associated with such assumed restricted stock unit.
/s/ Patrick W. Macken, attorney-in-fact
2019-04-09