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*
HARRIS CORP /DE/

(Last) (First) (Middle)
1025 WEST NASA BOULEVARD

(Street)
MELBOURNE FL 32919

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Harris Stratex Networks, Inc. [ HSTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)
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)
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)
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).
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