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^*

Dagenais Michel A

(Last)

(First)

(Middle)

5445 NE DAWSON CREEK DRIVE

(Street)

HILLSBORO

97124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RADISYS CORP [ RSYS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2011

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	07/08/2011		A		5,526	A	$8.39⁽¹⁾	5,526	I	*⁽²⁾
Common Stock	07/08/2011		A		176,131	A	$8.39⁽³⁾	176,131	I	by Trust⁽⁴⁾

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)
Non-Qualified Stock Option (right to buy)	$8.39	07/08/2011		A		70,000		07/08/2012⁽⁵⁾	07/08/2018	Common Stock	70,000	$0	70,000	D
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		2,994		07/16/2011⁽⁶⁾	03/12/2019	Common Stock	2,994	$0⁽⁷⁾	2,994	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		699		07/16/2011⁽⁸⁾	03/12/2019	Common Stock	699	$0⁽⁷⁾	3,693	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		1,652		07/16/2011⁽⁸⁾	03/12/2019	Common Stock	1,652	$0⁽⁷⁾	5,345	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		2,450		07/16/2011⁽⁸⁾	03/12/2019	Common Stock	2,450	$0⁽⁷⁾	7,795	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		34		07/16/2011⁽⁸⁾	03/12/2019	Common Stock	34	$0⁽⁷⁾	7,829	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		4,804		07/12/2011⁽⁹⁾	04/24/2019	Common Stock	4,804	$0⁽⁷⁾	4,804	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		1,121		07/12/2011⁽¹⁰⁾	04/24/2019	Common Stock	1,121	$0⁽⁷⁾	5,925	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		2,650		07/12/2011⁽¹⁰⁾	04/24/2019	Common Stock	2,650	$0⁽⁷⁾	8,575	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		3,929		07/12/2011⁽¹⁰⁾	04/24/2019	Common Stock	3,929	$0⁽⁷⁾	12,504	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		55		07/12/2011⁽¹⁰⁾	04/24/2019	Common Stock	55	$0⁽⁷⁾	12,559	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		5,459		07/10/2011⁽¹¹⁾	12/10/2019	Common Stock	5,459	$0⁽⁷⁾	5,459	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		1,274		07/10/2011⁽¹²⁾	12/10/2019	Common Stock	1,274	$0⁽⁷⁾	6,733	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		3,012		07/10/2011⁽¹²⁾	12/10/2019	Common Stock	3,012	$0⁽⁷⁾	9,745	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		4,465		07/10/2011⁽¹²⁾	12/10/2019	Common Stock	4,465	$0⁽⁷⁾	14,210	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.38	07/08/2011		A		62		07/10/2011⁽¹²⁾	12/10/2019	Common Stock	62	$0⁽⁷⁾	14,272	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.77	07/08/2011		A		12,796		07/22/2011⁽¹³⁾	04/22/2020	Common Stock	12,796	$0⁽¹⁴⁾	12,796	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.77	07/08/2011		A		3,493		07/22/2011⁽¹⁵⁾	04/22/2020	Common Stock	3,493	$0⁽¹⁴⁾	16,289	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.77	07/08/2011		A		8,260		07/22/2011⁽¹⁵⁾	04/22/2020	Common Stock	8,260	$0⁽¹⁴⁾	24,549	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.77	07/08/2011		A		12,246		07/22/2011⁽¹⁵⁾	04/22/2020	Common Stock	12,246	$0⁽¹⁴⁾	36,795	I	by Trust⁽⁴⁾
Non-Qualified Stock Option (right to buy)	$0.77	07/08/2011		A		170		07/22/2011⁽¹⁵⁾	04/22/2020	Common Stock	170	$0⁽¹⁴⁾	36,965	I	by Trust⁽⁴⁾
Restricted Stock Units	$0	07/08/2011		A		30,000		07/08/2012⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	30,000	$0	30,000	D

Explanation of Responses:

1. The reporting person, as part of his proportional ownership of CCPUExecutives LLC acquired 5,526 shares of issuer common stock pursuant to the acquisition of Continuous Computing Corporation. On the effective date of the merger, the closing price of the issuer's common stock was $8.39 per share. Of the 5,526 shares issued to the reporting person in the merger, 1,394 shares are being held in escrow and are subject to forfeiture during the eighteen month period following the merger to satisfy any claims arising out of Continuous Computing Corporation breach of any of its representations and warranties in the merger agreement.

2. Shares for the reporting person are held by CCPUExecutives LLC by the Dagenais Family Trust.

3. The reporting person acquired 176,131 shares of issuer common stock in exchange for 2,770,073 shares of Continuous Computing Corporation common stock pursuant to the acquisition of Continuous Computing Corporation. On the effective date of the merger, the closing price of the issuer's common stock was $8.39 per share. Of the 176,131 shares issued to the reporting person in the merger, 104,142 shares are being held in escrow and are subject to forfeiture during the eighteen month period following the merger to satisfy any claims arising out of Continuous Computing Corporation breach of any of its representations and warranties in the merger agreement.

4. Shares for the reporting person are held in the Dagenais Family Trust.

5. Vesting schedule is one year from the date of grant, option shall be exercisable for one-third of the total option shares and shall be exercisable in monthly increments equal to 1/36th of the total option shares, cumulatively, each month thereafter.

6. Option is exercisable for 1/18th of the total option shares each month commencing July 16, 2011.

7. On July 8, 2011, the reporting person received 34,660 stock options to acquire 34,660 shares of issuer common stock in the merger in exchange for employee stock options to acquire 265,625 shares of Continuous Computing Corporation common stock for $0.38 per share.

8. Option is exercisable for 1/18th of the total option shares each month commencing July 16, 2011 and is a Contingent Assumed Option that will only be released and available for exercise if and to the extent that Per Share Contingent Payment Amounts are paid to former stockholders of Continuous Computing.

9. Option is exercisable for 1/21st of the total option shares each month commencing July 12, 2011.

10. Option is exercisable for 1/21st of the total option shares each month commencing July 12, 2011 and is a Contingent Assumed Option that will only be released and available for exercise if and to the extent that Per Share Contingent Payment Amounts are paid to former stockholders of Continuous Computing.

11. Option is exercisable for 1/30th of the total option shares each month commencing July 10, 2011.

12. Option is exercisable for 1/30th of the total option shares each month commencing July 10, 2011 and is a Contingent Assumed Option that will only be released and available for exercise if and to the extent that Per Share Contingent Payment Amounts are paid to former stockholders of Continuous Computing.

13. Option is exercisable for 1/34th of the total option shares each month commencing July 22, 2011.

14. On July 8, 2011, the reporting person received 36,965 stock options to acquire 36,965 shares of issuer common stock in the merger in exchange for employee stock options to acquire 283,282 shares of Continuous Computing Corporation common stock for $0.77 per share.

15. Option is exercisable for 1/34th of the total option shares each month commencing July 22, 2011 and is a Contingent Assumed Option that will only be released and available for exercise if and to the extent that Per Share Contingent Payment Amounts are paid to former stockholders of Continuous Computing.

16. Restricted stock units vest 33% per year on the anniversary of the grant date. One share of Common Stock will be automatically delivered to the reporting person for each restricted stock unit that vests.

17. N/A

	By: Brian Bronson, Attorney-In-Fact For: Michel A. Dagenais	07/12/2011
	** 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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