0001127602-19-015059.txt : 20190409 0001127602-19-015059.hdr.sgml : 20190409 20190409153629 ACCESSION NUMBER: 0001127602-19-015059 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: Macken Patrick W CENTRAL INDEX KEY: 0001641965 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37672 FILM NUMBER: 19739430 MAIL ADDRESS: STREET 1: 4515 THREE CHIMNEYS LANE CITY: CUMMING STATE: GA ZIP: 30041 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 0001641965 Macken Patrick W 3871 LAKEFIELD DRIVE SUWANEE GA 30024 1 SVP, GEN COUNSEL AND SECRETARY Ordinary Shares 2019-04-04 4 D 0 21712 31.75 D 0 D Restricted Shares 0 2019-04-04 4 D 0 15130 D Ordinary Shares 15130 0 D Restricted Shares 0 2019-04-04 4 D 0 13110 D Ordinary Shares 13110 0 D Restricted Shares 0 2019-04-04 4 D 0 921 D 2020-07-07 Ordinary Shares 921 2862 D Restricted Shares 0 2019-04-04 4 D 0 2862 D 2020-07-07 Ordinary Shares 2862 0 D Restricted Shares 0 2019-04-04 4 D 0 24698 D Ordinary Shares 24698 0 D Restricted Shares 0 2019-04-04 4 D 0 798 D 2021-03-29 Ordinary Shares 798 2480 D Restricted Shares 0 2019-04-04 4 D 0 2480 D 2021-03-29 Ordinary Shares 2480 0 D Restricted Shares 0 2019-04-04 4 D 0 2115 D 2022-03-30 Ordinary Shares 2115 6569 D Restricted Shares 0 2019-04-04 4 D 0 6569 D 2022-03-30 Ordinary Shares 6569 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, 24.35% 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, 75.65% 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 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. /s/ Patrick W. Macken 2019-04-09