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

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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^*

ROCKENBACH MICHAEL J

(Last)

(First)

(Middle)

3333 SUSAN STREET

(Street)

COSTA MESA

92626

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMULEX CORP /DE/ [ ELX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	E V P C F O

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2011

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)
Common Stock	09/02/2011		A		55,300⁽¹⁾	A	$0	362,283	D
Common Stock	09/02/2011		F		660⁽²⁾	D	$6.46	361,623	D
Common Stock	09/02/2011		F		7,336⁽³⁾	D	$6.46	354,287	D
Common Stock	09/02/2011		F		3,191⁽⁴⁾	D	$6.46	351,096	D
Common Stock	09/02/2011		F		3,851⁽⁴⁾	D	$6.46	347,245	D
Common Stock	09/02/2011		A		23,700⁽⁵⁾	A	$0	370,945	D
Common Stock								12,680	I	by Daughter
Common Stock								12,680	I	by Son

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)

Explanation of Responses:

1. Award of Restricted Stock Units granted under the Emulex Corporation 2005 Equity Incentive Plan, which vests 30% one year from grant date, 30% two years from grant date and 40% three years from grant date.

2. 6,000 performance stock units were granted on September 2, 2010 and previously reported on Form 4, with respect to which performance targets have since been satisfied and which vest as to 30% of the shares on September 2, 2011, 30% on September 2, 2012 and 40% on September 2, 2013. 660 shares were withheld by the company to satisfy the tax withholding obligations upon the vesting of the shares on September 2, 2011.

3. Consists of shares withheld by the company to satisfy the tax withholding obligations upon the vesting of a restricted stock award previously granted.

4. Consists of shares withheld by the company to satisfy the tax withholding obligations upon the vesting of an award of restricted stock units previously granted.

5. Represents performance stock unit consisting of restricted stock units granted under the Emulex Corporation 2005 Equity Incentive Plan which, subject to satisfaction of performance-based targets established by the company, will vest 30% one year from grant date, 30% two years from grant date, and 40% three years from grant date.

	By: Joyce Shinn, Attorney in Fact For: Michael Rockenbach	09/07/2011
	** 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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