CISCO SYSTEMS, INC. — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CISCO SYSTEMS, INC. (CSCO)
CIK: 0000858877
Period of Report: 2012-02-13

Reporting Person: CHAMBERS JOHN T (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	M	500000	$13.04	Acquired	2893595	Direct
2012-02-13	Common Stock	S	500000	$19.993	Disposed	2393595	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Non-Qualified Stock Option (right to buy)	$13.04	M	500000	Disposed	2012-04-10	Common Stock (500000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	164485	Indirect
Common Stock	227856	Indirect
Common Stock	254964	Indirect
Common Stock	150285	Indirect
Common Stock	45538	Indirect
Common Stock	45537	Indirect

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 23, 2011.

F2: Includes 181,745 shares that were previously reported as indirectly beneficially owned by the Chambers Grantor Retained Annuity Trust Number Four (Chambers GRAT #4), which were distributed and became directly owned by the reporting person on November 30, 2011, pursuant to the terms of that trust which provide for annual annuity distributions from that trust to its grantor. The Chambers GRAT #4 terminated on November 30, 2011. Also includes 179,715 shares that were previously reported as indirectly beneficially owned by the Chambers 2012 GRAT, which were distributed and became directly owned by the reporting person on December 22, 2011, pursuant to the terms of that trust which provide for annual annuity distributions from that trust to its grantor.

F3: Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $19.90 to $20.06. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

F4: 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.