AVIAT NETWORKS, INC. — Director's Dealing 2011

Sep 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVIAT NETWORKS, INC. (AVNW)
CIK: 0001377789
Period of Report: 2011-09-08

Reporting Person: Madigan John (VP, Corp Controller, PAO, Interim CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-08	Common Stock	A	7800	—	Acquired	35300	Direct
2011-09-08	Common Stock	A	15600	—	Acquired	50900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-08	Non-Qualified Stock Option (right to buy)	$2.37	A	48069	Acquired	2018-09-08	Common Stock (48069)	Direct

Footnotes

F1: Restricted shares, which are subject to vesting. Vesting requires continuing employment with the Corporation as of the vesting dates. Restricted shares will vest as follows: 33.3% on September 8, 2012, 33.3% on September 8, 2013 and 33.3% on September 8, 2014. Unvested shares are subject to repurchase by the Corporation at $0.01 per share if eligible employment ends before the vesting date.

F2: Restricted shares, which are subject to vesting. Vesting requires continuing employment with the Corporation as of the vesting date. Restricted shares will vest in full on September 8, 2012. Unvested shares are subject to repurchase by the Corporation at $0.01 per share if eligible employment ends before the vesting date.

F3: Stock options to purchase shares become exercisable if employment with the Corporation continues through the vesting dates. The options will vest as follows: 50% on September 8, 2012, 25% on September 8, 2013 and 25% on September 8, 2014.