SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* McFall Shaun (Last) (First) (Middle) RESEARCH TRIANGLE PARK 637 DAVIS DRIVE (Street) MORRISVILLE NC 27560 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/05/2008	3. Issuer Name and Ticker or Trading Symbol Harris Stratex Networks, Inc. [ HSTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Marketing Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	11,400(1)	D
Class A Common Stock	4,300(2)	D
Class A Common Stock	15,494(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	(4)	10/22/2011	Class A Common Stock	6,750	24.4	D
Incentive Stock Option (Right to buy)	(4)	06/28/2009	Class A Common Stock	625	8.04	D
Non-Qualified Stock Option (right to buy)	(4)	12/20/2009	Class A Common Stock	8,000	8.2	D
Non-Qualified Stock Option (right to buy)	(4)	01/29/2009	Class A Common Stock	3,249	21.44	D
Non-Qualified Stock Option (right to buy)	(4)	03/30/2011	Class A Common Stock	8,750	17.52	D
Non-Qualified Stock Option (right to buy)	(4)	06/30/2012	Class A Common Stock	5,050	6.88	D
Non-Qualified Stock Option (right to buy)	(5)	06/06/2013	Class A Common Stock	16,250	16.04	D
Non-Qualified Stock Option (right to buy)	(6)	02/28/2014	Class A Common Stock	8,900	20.4	D

Explanation of Responses:

1. The restricted stock award shall vest 100% of the shares subject to the award on February 28, 2010, the third anniversary of the award date (2/28/2007), if eligible employment continues through that date. Unvested shares are subject to repurchase by the Corporation should eligible employment end.

2. Performance shares shall vest following the end of the Corporation's 2009 fiscal year (approximately 6/30/2009). Vesting requirements include continuous employment and achievement of certain performance results by the Corporation for the cumulative period from January 26, 2007 through the end of fiscal year 2009. The final number of shares to vest (0% - 150%) shall be determined based on the performance results. Unvested shares are subject to repurchase by the Corporation should the eligible employment end.

3. Performance shares shall vest following the end of the Corporation's 2012 fiscal year (approximately 6/30/2012). Vesting requirements include continuous employment and achievement of certain performance results by the Corporation for the cumulative period from June 28, 2008 through the end of fiscal year 2009. The final number of shares to vest (0% - 150%) shall be determined based on the performance results. Unvested shares are subject to forfeit should the eligible employment end.

4. The options pursuant to this grant are fully vested.

5. The option vests at a rate of 1/3rd of the shares subject to the option on the first anniversary of the grant date (6/6/2006) and 1/24th of the remaining shares subject to the option each month thereafter.

6. The option vests at a rate of 50% of the shares subject to the option on the first anniversary of the grant date (2/28/2007), 25% on the second anniversary of the grant date and the final 25% on the third anniversary of the grant date.

	/s/ Juan Otero, General Counsel and Secretary, on behalf of Shaun McFall	11/07/2008
	** 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 5 (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.

Power of Attorney

 

Know all men by these presents, that the undersigned hereby constitutes and appoints, Meena Elliott and Juan Otero, each of them, his true and lawful attorney-in-fact to:

 

 

 

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, other substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such a capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned’s Application for Edgar Access is accepted unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS THEREOF, the undersigned has cause this Power of Attorney to be executed this 23rd day of October, 2008.

 

 

/s/ Shaun McFall

__________________________

Shaun McFall