AVIAT NETWORKS, INC. — Director's Dealing 2012

Oct 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVIAT NETWORKS, INC. (AVNW)
CIK: 0001377789
Period of Report: 2012-08-29

Reporting Person: McFall Shaun (SVP & Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-03	Common Stock	A	60800	$0.00	Acquired	179127	Direct
2012-08-29	Common Stock	D	13056	$0.00	Disposed	166071	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-03	Employee Stock Option (right to buy	$2.28	A	52000	Acquired	2019-10-03	Common Stock (52000)	Direct

Footnotes

F1: Performance shares, which are subject to vesting. Vesting requires both (a) continuing employment with the Corporation through the end of the Corporation's fiscal year 2013 (approximately June 29, 2013), and (b) achievement of at least the minimum performance result for the one-year period set forth in the Specific Terms and Conditions. Unvested performance shares are subject to repurchase by the Corporation at $0.01 per share if eligible employment ends or, following the determination of actual Corporation performance versus metrics, to the extent such performance shares do not vest.

F2: Performance shares subject to vesting based on the achievement of certain performance targets by the Corporation during the Corporation's fiscal years 2011. The performance targets were not achieved, and as a result, all of the performance shares were repurchased by the Corporation.

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 October 3, 2013, 25% on October 3, 2014 and 25% on October 3, 2015.