Edgar Filing: ARRIS GROUP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

McClelland Bruce William

2. Issuer Name and Ticker or Trading Symbol
ARRIS GROUP INC [ARRS]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, Ntwrk & Cloud Glbl

(Last)

(First)

(Middle)

3871 LAKEFIELD DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2015

(Street)

SUWANEE, GA 30024

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 ⁽¹⁾	03/27/2015		C		2,830	A	$ 0	129,444	D
Restricted stock ⁽²⁾	03/27/2015		C		2,830 ⁽¹⁾	D	$ 0	16,316	D
Restricted stock ⁽²⁾	03/27/2015		F		2,609 ⁽³⁾	D	$ 28.33	19,146	D
Common stock ⁽¹⁾	03/28/2015		C		4,428	A	$ 0	133,872	D
Restricted stock ⁽⁴⁾	03/28/2015		C		4,428 ⁽¹⁾	D	$ 0	8,506	D
Restricted stock ⁽⁴⁾	03/28/2015		F		4,080 ⁽³⁾	D	$ 28.33	12,934	D
Common stock ⁽¹⁾	03/29/2015		C		2,955	A	$ 0	136,827	D
Restricted stock ⁽⁵⁾	03/29/2015		C		2,955 ⁽¹⁾	D	$ 0	11,357	D
Restricted stock ⁽⁵⁾	03/29/2015		F		2,724 ⁽³⁾	D	$ 28.33	14,312	D
Restricted stock ⁽⁶⁾	03/30/2015		A		20,635	A	$ 0	20,635	D
Restricted stock ⁽⁷⁾	03/30/2015		A		41,270	A	$ 0	41,270	D
Restricted stock ⁽⁸⁾								7,041	D
Restricted stock ⁽⁹⁾								45,430	D
Restricted stock ⁽¹⁰⁾								50,470	D
Restricted stock ⁽¹¹⁾								5,810	D
Restricted stock ⁽¹²⁾								43,510	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
McClelland Bruce William 3871 LAKEFIELD DRIVE SUWANEE, GA 30024			President, Ntwrk & Cloud Glbl

Signatures

/s/ Bruce McClelland		03/31/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 the vested portion of a restricted stock grant converting to common stock.
(2)	Represents a restricted stock grant which vests annually in fourths beginning on March 27, 2015 (the "vesting date") and on each successive anniversary of the vesting date.
(3)	Represents shares withheld to cover payroll tax liability on partial vesting of previously granted restricted shares
(4)	Represents a restricted stock grant which vests annually in fourths beginning on March 28, 2013(the "vesting date") and on each successive anniversary of the vesting date.
(5)	Represents a restricted stock grant which vests annually in fourths beginning on March 29, 2014 (the "vesting date") and on each successive anniversary of the vesting date.
(6)	Represents a restricted stock grant which vests annually in fourths beginning on March 30, 2016 (the "vesting date")and on each successive anniversary of the vesting date.
(7)	Represents a restricted stock grant which is performance-based. 0 to 41,270 of the grant are subject to the Company's shareholder return as compared to the NASDAQ Composite shareholder return over the three year period ended 12/31/2017 and will vest 1/31/2018.
(8)	Represents a restricted stock grant which vests annually in fourths beginning on March 31, 2012(the "vesting date") and on each successive anniversary of the vesting date.
(9)	Represents a restricted stock grant which is performance-based. 0 to 45,430 of the grant are subject to the Company's shareholder return as compared to the NASDAQ Composite shareholder return over the three year period ended 12/31/2015 and will vest 1/31/2016.
(10)	Represents a restricted stock grant which vests annually in fourths beginning on July 12, 2014 (the "vesting date") and on each successive anniversary of the vesting date.
(11)	Represents a restricted stock grant which is performance-based. 0 to 5,810 of the grant are subject to the Company's shareholder return as compared to the NASDAQ Composite shareholder return over the three year period ended 12/31/2015 and will vest 1/31/2016.
(12)	Represents a restricted stock grant which is performance-based. 0 to 43,510 of the grant are subject to the Company's shareholder return as compared to the NASDAQ Composite shareholder return over the three year period ended 12/31/2016 and will vest 1/31/2017.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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