CISCO SYSTEMS, INC. — Director's Dealing 2011

Apr 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CISCO SYSTEMS INC (CSCO)
CIK: 0000858877
Period of Report: 2011-04-04

Reporting Person: CHANDLER MARK D (SVP, LglSrvs, GenCnsl & Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-04	Common Stock	M	30000	$16.15	Acquired	444090	Direct
2011-04-04	Common Stock	S	30000	$17.02	Disposed	414090	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-04	Non-Qualified Stock Option (right to buy)	$16.15	M	30000	Disposed	2011-04-05	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19776	Indirect
Common Stock	5600	Indirect

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on December 17, 2010.

F2: Since the reporting person's last Form 4 filing, the reporting person transferred 86,786 shares previously reported as directly owned in a transaction exempt from reporting under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such shares are no longer beneficially owned by the reporting person. Also includes 108,806 shares that were previously reported as indirectly beneficially owned by Family Trust which were distributed and became directly owned by the reporting person pursuant to a transaction exempt from reporting under Section 16(a) of the Exchange Act.

F3: Since the reporting person's last Form 4 filing, the reporting person transferred 108,806 shares previously reported as indirectly owned by Family Trust in a transaction exempt from reporting under Section 16(a) of the Exchange Act, and such shares are no longer beneficially owned by the reporting person. Also excludes the 108,806 shares that were previously reported as indirectly beneficially owned by Family Trust which were distributed and became directly owned by the reporting person as described in footnote (2) above.

F4: By Mark Chandler and Christina S. Kenrick Family Trust dated 3/10/97.

F5: The reporting person is one of three co-trustees and is a remainder beneficiary of the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

F6: The option vested as to twenty percent (20%) of the shares on the one (1) year anniversary of the grant date, and as to the remaining eighty percent (80%) of the shares thereafter in forty-eight (48) successive equal monthly installments.

F7: Since the last reporting of this stock option, the reporting person transferred 30,000 of the underlying securities in a transaction exempt from reporting under Section 16(a) of the Exchange Act, and such securities are no longer beneficially owned by the reporting person.