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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Harris Stratex Networks, Inc. [ HSTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/02/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Preemptive Right (right to buy)(1) | $19.19 | 04/02/2007(1) | A | 572,897 | 04/02/2007 | 04/17/2007 | Class B Common Stock(2) | 572,897 | (1) | 572,897 | D | ||||
Class B Common Stock | (3) | 04/02/2007 | A | 62,412 | (4) | (2) | Class A Common Stock | 62,412 | (5) | 32,913,377 | D |
Explanation of Responses: |
1. Pursuant to the Investor Agreement, dated as of January 26, 2007 (the "Investor Agreement"), between Harris and Harris Stratex and Article VIII of the Amended and Restated Certificate of Incorporation of Harris Stratex, Harris has been granted preemptive rights to purchase shares of Class B Common Stock. The preemptive rights may be exercised 1:1 for shares of Class B Common Stock at an exercise price of $19.19 per share of Class B Common Stock. |
2. Each outstanding share of Class B Common Stock may be converted at the election of Harris into one share of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of Harris Stratex at any time and will convert automatically into one outstanding share of Class A Common Stock under certain circumstances, as more fully desribed in paragraph (F) of Article IV of the Amended and Restated Certificate of Incorporation of Harris Stratex. |
3. 1-for-1. |
4. Immediately exchangeable. |
5. In connection with the formation of Harris Stratex and based on the exchange ratio agreed between Harris and Stratex Networks, Inc. ("Stratex") related thereto, Harris should have received a total of 32,913,377 shares of Class B Common Stock as a result of the contribution of its Microwave Communications Division to Harris Stratex and the merger of a wholly owned subsidiary of Harris Stratex with and into Stratex. Because of bookkeeping error, only 32,850,965 shares of Class B Common Stock were issued to Harris. Accordingly, Harris is entitled to an additional 62,412 shares of Class B Common Stock. |
Remarks: |
As the sole holder of Class B Common Stock, par value $0.01 per share ("Class B Common Stock") of Harris Stratex Networks, Inc. ("Harris Stratex"), Harris Corporation ("Harris") has the right to elect five of the nine directors of Harris Stratex separately as a class. |
Harris Corporation By: /s/ Scott T. Mikuen Vice President, Associate General Counsel and Corporate Secretary | 04/04/2007 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |