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^*

SWITZ ROBERT E

(Last)

(First)

(Middle)

13625 TECHNOLOGY DRIVE

(Street)

MINNEAPOLIS

55344

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADC TELECOMMUNICATIONS INC [ ADCT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRES & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2007

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	12/16/2007		M		12,500⁽¹⁾	A	$0	141,797	D
Common Stock	12/16/2007		F		4,087	D	$18.3	137,710	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)
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)
Incentive Stock Option (right to buy)⁽²⁾	$17.76	12/17/2007		A		5,630		⁽²⁾	12/17/2014⁽²⁾	Common Stock	5,630	$0	5,630	D
Non-Qualified Stock Option (right to buy)⁽³⁾	$17.76	12/17/2007		A		134,370		⁽³⁾	12/17/2014⁽³⁾	Common Stock	134,370	$0	134,370	D
Restricted Stock Unit (12-04)	⁽¹⁾	12/16/2007		M			12,500	⁽¹⁾	⁽¹⁾	Common Stock	12,500	$0	12,500	D
Restricted Stock Unit (12-07) P⁽⁴⁾	⁽⁴⁾	12/17/2007		A		70,000		⁽⁴⁾	⁽⁴⁾	Common Stock	70,000	$0	70,000	D

Explanation of Responses:

1. Represents vesting of one-half of amount outstanding from a grant of Phantom Stock Units issued on 12/16/04 under the ADC Telecommunications, Inc. Global Stock Incentive Plan. From this amount vested the Company has made a withholding of shares also reflected on this Form 4 to pay tax liabilities. The remaining unvested units are subject to forfeiture and will vest on 12/16/08. The Phantom Stock Units will be settled one-for-one in shares of common stock upon vesting.

2. Grant date 12/17/07; incentive stock options from this transaction vest one-quarter per year beginning on December 17, 2008.

3. Grant date 12/17/07; non-qualified stock options from this transaction vest one-quarter per year beginning on December 17, 2008.

4. The Phantom Stock Units were issued under the ADC Telecommunications, Inc. Global Stock Incentive Plan. Vesting of these units occurs approximately one month after the third anniversary of the date of the grant based on the extent to which the Company attains certain performance goals at the end of a three year measurement period. Based on the Company's level of performance during this three year measurement period, the units will be settled in shares of common stock upon vesting in amounts ranging anywhere from zero to two times the number of units.

	ROBERT E SWITZ	12/18/2007
	** Signature of Reporting Person	Date
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