Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nemitz Steven Gary
  2. Issuer Name and Ticker or Trading Symbol
ADC TELECOMMUNICATIONS INC [ADCT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Controller
(Last)
(First)
(Middle)
13625 TECHNOLOGY DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2010
(Street)

EDEN PRAIRIE, MN 55344
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 12/08/2010   D   2,476 D $ 12.75 (1) 0 D  
Common Stock 12/08/2010   D   242 D $ 12.75 (2) 0 I 401(k)

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 16.52 12/08/2010   D     1,428 (3)   (3) 09/30/2013 Common Stock 1,428 (3) 0 D  
Stock Option (Right to Buy) $ 18.76 12/08/2010   D     1,071 (3)   (3) 12/16/2014 Common Stock 1,071 (3) 0 D  
Stock Option (Right to Buy) $ 23.91 12/08/2010   D     1,000 (3)   (3) 12/15/2015 Common Stock 1,000 (3) 0 D  
Stock Option (Right to Buy) $ 14.59 12/08/2010   D     3,937 (3)   (3) 12/18/2013 Common Stock 3,937 (3) 0 D  
Stock Option (Right to Buy) $ 16.75 12/08/2010   D     4,000 (3)   (3) 05/31/2014 Common Stock 4,000 (3) 0 D  
Stock Option (Right to Buy) $ 17.76 12/08/2010   D     5,000 (3)   (3) 12/17/2014 Common Stock 5,000 (3) 0 D  
Stock Option (Right to Buy) $ 4.85 12/08/2010   D     17,500 (3)   (3) 12/15/2015 Common Stock 17,500 (3) 0 D  
Stock Option (Right to Buy) $ 6 12/08/2010   D     23,000 (3)   (3) 11/23/2016 Common Stock 23,000 (3) 0 D  
Restricted Stock Units (4) 12/08/2010   D     31,939 (5)   (5)   (5) Common Stock 46,278 $ 12.75 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Nemitz Steven Gary
13625 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344
      VP, Controller  

Signatures

 /s/ Steven G. Nemitz   12/08/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the acquisition of the Company by a wholly owned subsidiary of Tyco Electronics Ltd. ("TE") on December 8, 2010 (the "Acquisition") pursuant to an agreement and plan of merger dated July 12, 2010, as amended July 24, 2010 (the "Merger Agreement"), these shares of Company common stock were canceled and automatically converted into the right to receive $12.75 per share in cash, without interest and less any applicable withholding taxes.
(2) In connection with the Acquisition, these units in the ADC Stock Fund in the ADC Telecommunications, Inc. 401(k) Retirement Savings Plan held by the reporting person representing shares of Company common stock were canceled and automatically converted into the right to receive $12.75 per share in cash, without interest and less any applicable withholding taxes, if any.
(3) In connection with the Acquisition, this option vested in accordance with the terms of its applicable option award agreement,was assumed by TE and replaced with an option to purchase a number of shares of TE common stock based on a formula set forth in the Merger Agreement.
(4) Settled one-for-one in shares of Company common stock.
(5) In connection with the Acquisition, these restricted stock units were canceled in exchange for the right to receive an amount equal to the total number of shares of common stock represented by such restricted stock units at target multiplied by $12.75 per share, less any applicable withholding taxes.

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