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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SWITZ ROBERT E 13625 TECHNOLOGY DRIVE MINNEAPOLIS, MN 55344 |
PRES & CEO | |||
| ROBERT E SWITZ | 12/18/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |