SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chen Weidong

(Last)

(First)

(Middle)

C/O CASA SYSTEMS, INC.

100 OLD RIVER ROAD

(Street)

ANDOVER

01810

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Casa Systems Inc [ CASA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2023		M		80,468	A	⁽¹⁾	2,247,872	D
Common Stock	01/01/2023		M		22,550	A	⁽¹⁾	2,270,422	D
Common Stock	01/01/2023		M		23,967	A	⁽¹⁾	2,294,389	D
Common Stock	01/01/2023		F⁽²⁾		40,247	D	$2.73	2,254,142	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	01/01/2023		M			80,468	⁽⁴⁾	⁽⁴⁾	Common Stock	80,468	$0.00	241,407	D
Restricted Stock Units	⁽³⁾	01/01/2023		M			22,550	⁽⁵⁾	⁽⁵⁾	Common Stock	22,550	$0.00	0	D
Restricted Stock Units	⁽³⁾	01/01/2023		M			23,967	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	23,967	$0.00	71,901	D

Explanation of Responses:

1. Restricted stock units ("RSUs") converted into common stock, $0.001 par value per share (the "Common Stock"), of Casa Systems, Inc. (the "Company") on a one-for-one basis upon vesting of the units.

2. Shares withheld by the Company to satisfy tax withholding requirements on vesting of RSUs. No shares were sold.

3. Each RSU represents the right to receive one share of Common Stock upon vesting, subject to the reporting person's continued service relationship with the Company and the other terms and conditions set forth in the applicable RSU agreement. In the sole discretion of the Company's board of directors, the Company may, with respect to any applicable vesting date, deliver to the reporting person Common Stock or cash having a fair market value equal to the number of shares of Common Stock underlying the portion of the RSU that vested on such date, payable within 30 days of the vesting date, less applicable taxes.

4. These RSUs are scheduled to vest over four years, with 25% of the 321,875 shares underlying the award having vested on January 1, 2023, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter. The RSUs have no expiration date.

5. These RSUs are scheduled to vest over four years, with 25% of the 90,194 shares underlying the award having vested on January 1, 2020, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter. The RSUs have no expiration date.

6. These RSUs are subject to both time and performance-based vesting: (i) 95,867 of the RSUs are subject to time-based vesting and are scheduled to vest over four years, with 25% of the shares underlying the award vesting on January 1, 2022, and 25% of the shares underlying the award vesting at the end of each successive one-year period thereafter and (ii) 23,967 of the RSUs are subject to performance-based vesting, the conditions for which are met upon the Company's level of achievement of pre-established performance parameters, as approved by the Company's Board of Directors, related to either or both of (a) the Company's relative Total Shareholder Return ("TSR") performance against the TSR of the companies listed in the Russell 2000 Index, and (b) the absolute stock price performance of the Company's common stock, in each case, measured over the three-year period beginning on January 1, 2021 and ending on January 1, 2024,

7. (Continued from footnote 6) and subject to the other terms and conditions set forth in the applicable RSU agreement. The RSUs have no expiration date.

Remarks:

	/s/ Timothy C. Rodenberger, as Attorney-in-Fact	01/04/2023
	** Signature of Reporting Person	Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4: Chen Weidong covered exercise/tax liability with 40,247 shares and converted options into 126,985 shares, increasing direct ownership by 4% to 2,254,142 units (tax withholding)