SEC FORM 4/A

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, 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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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^*

WOODLE DAVID A

(Last)

(First)

(Middle)

3871 LAKEFIELD DRIVE

(Street)

SUWANEE

30024

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/18/2007

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)
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 )}	12/14/2007		A		22,246 ^{( 2 )}	A	$0	22,246	D
Common stock ^{( 3 )}	12/14/2007		A		12,651	A	$0	12,651	I	401(k) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom stock units	^{( 4 )}	12/14/2007		A		44,914		^{( 4 )}	^{( 4 )}	Common stock	44,914	$0 ^{( 3 )}	44,914	D
Stock option	$19.2	12/14/2007		A		197,174		^{( 5 )}	05/22/2008	Common stock	197,174	$0 ^{( 6 )}	197,174	D
Stock option	$13.09	12/14/2007		A		100,955		^{( 5 )}	10/04/2008	Common stock	100,955	$0 ^{( 6 )}	100,955	D
Stock option	$3.15	12/14/2007		A		114,636		^{( 5 )}	08/19/2011	Common stock	114,646	$0 ^{( 6 )}	114,636	D
Stock option	$7.07	12/14/2007		A		143,295		^{( 5 )}	08/17/2012	Common stock	143,295	$0 ^{( 6 )}	143,295	D
Stock option	$6.85	12/14/2007		A		114,636		^{( 5 )}	10/11/2012	Common stock	114,636	$0 ^{( 6 )}	114,636	D
Stock option	$5.97	12/14/2007		A		85,977		^{( 5 )}	06/28/2013	Common stock	85,977	$0 ^{( 6 )}	85,977	D
Stock option	$6.84	12/14/2007		A		85,977		^{( 5 )}	07/04/2014	Common stock	85,977	$0 ^{( 6 )}	85,977	D
Stock option	$12.57	12/14/2007		A		171,954		^{( 5 )}	07/01/2015	Common stock	171,954	$0 ^{( 6 )}	171,954	D

Explanation of Responses:

1. Received in connection with the acquisition of C-COR Incorporated ("C-COR") by ARRIS Group Inc. ("ARRIS"), effected on December 14, 2007 (the "Merger"), and pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among C-COR, ARRIS and Air Merger Subsidiary, Inc., dated September 23, 2007. Each share of C-COR common stock was exchanged for either (a) $13.75 in cash or (b)1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with the reporting person's election and the proration procedures contained in the Merger Agreement.

2. Reflects final allocation of shares due reporting person's election and the proration procedures contained in the Merger Agreement.

3. Represents securities previously held in C-COR's qualified 401(k) retirement plan. Received in connection with the Merger and pursuant to the Merger Agreement, each share of C-COR common stock was exchanged for 1.0245 shares of ARRIS commong stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, pls in each case, cash in lieu of any fractional share interest, in accordance with the proration procedures contained in the Merger Agreement.

4. These Phantom Stock Units replaced phantom stock units that were acquired at various prices under C-COR's non-qualified retirement savings and profit shareing plan and are exercisable upon the reporting person's retirement and may be taken in the form of stock or cash

5. All stock options became fully vested at the time of the merger between C-COR Incorporate ("C-COR") and ARRIS Group, Inc. ("ARRIS"), effected on December 14, 2007 (the "Merger").

6. Acquired in connection with the Merger and pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among C-COR, ARRIS and Air Merger Subsidiary, Inc., dated September 23, 2007. These stock options were received in exchange for stock options that represented a right to purchase an amount of C-COR common stock equal to the number of shares of ARRIS common stock, having a market value of $10.19 per share on the effective date of the merger, subject to the stock options multiplied by 1.1464. The exercise price for the replaced stock options is determined by dividing the exercise price of the stock options by 1.1464.

Remarks:

	By POA /s/ Lawrence Margolis	06/10/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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