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 *
CHANDLER MARK D
  2. Issuer Name and Ticker or Trading Symbol
CISCO SYSTEMS, INC. [CSCOI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, LglSrvs & GenCnsl
(Last)
(First)
(Middle)
170 WEST TASMAN DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2018
(Street)

SAN JOSE, CA 95134
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 09/11/2018   A   10,875 (1) A $ 0 239,895 (2) D  
Common Stock 09/11/2018   A   67,804 (3) A $ 0 307,699 D  
Common Stock 09/11/2018   F   55,179 (4) D $ 47.07 252,520 D  
Common Stock 09/13/2018   S(5)   31,842 D $ 47.197 (6) 220,678 D  
Common Stock               34,742 I By Mark Chandler Trust
Common Stock               400 (7) I By spouse
Common Stock               600 (7) I By Trust #1
Common Stock               500 (7) I By Trust #2
Common Stock               300 (7) I By Trust #3

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHANDLER MARK D
170 WEST TASMAN DRIVE
SAN JOSE, CA 95134
      EVP, LglSrvs & GenCnsl  

Signatures

 /s/ Mark D. Chandler by Evan Sloves, Attorney-in-Fact   09/13/2018
**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) Represents settlement of a performance-based restricted stock unit ("PRSU") award granted on May 28, 2015 resulting from the satisfaction of performance metrics during the three-year performance period.
(2) Includes 955 dividend equivalents accrued on vested deferred restricted stock units. Each dividend equivalent is the economic equivalent of one share of Cisco common stock.
(3) Represents settlement of a PRSU award granted on September 9, 2015 resulting from the satisfaction of performance metrics during the three-year performance period.
(4) Represents shares withheld for payment of tax liability arising as a result of the settlement of the PRSUs described in footnotes 1 and 3 and the partial settlement of three (3) restricted stock unit awards originally reported by the reporting person in Forms 4 filed with the Commission on September 12, 2014, June 1, 2015 and September 11, 2015.
(5) This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on June 20, 2018.
(6) Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $46.88 to $47.38. The reporting person has provided to the issuer, and undertakes to provide to the staff of the 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.
(7) 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 such securities for purposes of Section 16 or for any other purpose.

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