13G Filing: Eminence Capital and ARRIS International PLC (ARRS)

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(g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution:
Item 4. Ownership
A.  Eminence Capital, LP
(a) Amount beneficially owned: 10,007,889
(b) Percent of class: 5.3%.  The percentages
used herein and in the rest of Item 4 are calculated based upon the 187,536,426 Ordinary Shares outstanding
as of July 31, 2017, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2017 filed with the Securities and Exchange Commission on August 8, 2017.
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 10,007,889
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 10,007,889
B.  Eminence GP, LLC
(a) Amount beneficially owned: 7,388,803
(b) Percent of class: 3.9%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 7,388,803
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 7,388,803
C.  Ricky C. Sandler
(a) Amount beneficially owned: 10,013,829
(b) Percent of class: 5.3%
(c) (i) Sole power to vote or direct the vote: 5,940
(ii) Shared power to vote or direct the vote: 10,007,889
(iii) Sole power to dispose or direct the disposition: 5,940
(iv) Shared power to dispose or direct the disposition: 10,007,889

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