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*
Benck Jeff

(Last) (First) (Middle)
3333 SUSAN STREET

(Street)
COSTA MESA CA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2014
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
Common Stock 09/15/2014 F 3,201(1) D $5.2 306,148 D
Common Stock 09/15/2014 F 8,750(1) D $5.2 297,398 D
Common Stock(2) 09/15/2014 A 51,900(3) A $0.0 349,298 D
Common Stock 09/15/2014 M 14,100(4) A $0.0 363,398 D
Common Stock 09/15/2014 D 14,100(4) D $5.2 349,298 D
Common Stock 09/15/2014 M 5,252(5) A $0.0 354,550 D
Common Stock 09/15/2014 D 5,252(5) D $5.2 349,298 D
Common Stock 09/15/2014 M 11,178(6) A $0.0 360,476 D
Common Stock 09/15/2014 F 4,200(6) D $5.2 356,276 D
Common Stock 09/15/2014 M 5,252(7) A $0.0 361,528 D
Common Stock 09/15/2014 F 1,973(7) D $5.2 359,555 D
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
Cash Settled Units(2) $0.0(8) 09/15/2014 A 51,900 (8) (8) Common Stock 51,900 $0.0 84,800 D
Cash Settled Units $0.0(4) 09/15/2014 M 14,100(4) (4) (4) Common Stock 14,100 $0.0(4) 70,700 D
Incentive Stock Option (right to buy)(2) $5.2 09/15/2014 A 21,153 (9) 09/14/2020 Common Stock 21,153 $0.0 21,153 D
Non-Qualified Stock Option (right to buy)(2) $5.2 09/15/2014 A 176,047 (9) 09/14/2020 Common Stock 176,047 $0.0 176,047 D
Performance Shares $0.0(5) 09/15/2014 M 5,252(5) (5) (5) Performance Cash Settled Units 5,252 $0.0(5) 0 D
Performance Shares $0.0(6) 09/15/2014 M 11,178(6) (6) (6) Performance Restricted Stock Units 11,178 $0.0(6) 0 D
Performance Shares $0.0(7) 09/15/2014 M 5,252(7) (7) (7) Performance Restricted Stock Units 5,252 $0.0(7) 0 D
Explanation of Responses:
1. 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.
2. Consists of (i) 30% in the form of restricted stock units (1/2) and in the form of cash settled units (1/2), (ii) 20% in the form of stock options, and (iii) 50% in the form of performance stock units (1/2) and in the form of performance cash settled units (1/2), having an aggregate market value on the date of grant equal to $1,800,000.
3. Represents restricted stock units. Each restricted stock unit is granted under the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan and represents a contingent right to receive one share of Emulex Corporation common stock on the vesting date. The restricted stock units vest as to 30% of the underlying shares on each of September 15, 2015 and 2016, and as to 40% of the underlying shares on September 15, 2017.
4. Represents a portion of the cash settled units granted on September 15, 2012 as previously reported, of which 30% vested on September 15, 2014. Each vested cash settled unit was settled solely in cash equal to the price of one share of Emulex Corporation common stock on the vest date of September 15, 2014.
5. Represents cash settled units awarded as a result of satisfaction of performance criteria under 19,900 performance cash settled units previously granted under the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan. On September 15, 2014, an aggregate of 5,252 cash settled stock units were earned and vested. Each vested cash settled unit was settled solely in cash equal to the price of one share of Emulex Corporation common stock on the vest date of September 15, 2014.
6. Represents restricted stock units awarded as a result of satisfaction of performance criteria under 77,620 performance stock units previously granted under the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan. On September 15, 2014, an aggregate of 11,178 restricted stock units were earned and released, of which an aggregate of 4,200 shares were withheld by the company to satisfy tax withholding obligations.
7. Represents restricted stock units awarded as a result of satisfaction of performance criteria under 19,900 performance stock units previously granted under the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan. On September 15, 2014, an aggregate of 5,252 restricted stock units were earned and released, of which an aggregate of 1,973 shares were withheld by the company to satisfy tax withholding obligations.
8. Represents cash settled units. Each cash settled unit is granted under the Emulex Corporation 2005 Equity Incentive Plan and represents a contingent right to receive a cash payment equal to the price of one share of Emulex Corporation common stock on the vesting date. The cash settled units vest as to 30% of the award on each of September 15, 2015 and 2016, and as to 40% of the award on September 15, 2017.
9. Employee stock option granted under the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan which vests and becomes exercisable as to 30% of the underlying shares on September 15, 2015, (ii) 7-1/2% of the underlying shares on each of December 15, 2015, March 15, 2016, June 15, 2016, and September 15, 2016, (iii) 10% of the underlying shares on each of December 15, 2016, March 15, 2017, June 15, 2017, and September 15, 2017.
By: Joyce Shinn as Attorney in Fact For: Jeffrey W. Benck 09/17/2014
** 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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