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 *
ZAGER JAY
  2. Issuer Name and Ticker or Trading Symbol
3COM CORP [COMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last)
(First)
(Middle)
350 CAMPUS DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2010
(Street)

MARLBOROUGH, MA 01752-3064
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 04/12/2010   D   384,131 (1) D (2) 0 D  

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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
Non-Qualified Stock Option (right to buy) $ 2.61 04/12/2010   D     400,000   (3) 05/06/2015 Common Stock 400,000 (4) 0 D  
Non-Qualified Stock Option (right to buy) $ 4 04/12/2010   D     180,000   (5) 08/07/2016 Common Stock 180,000 (6) 0 D  
Non-Qualified Stock Option (right to buy) $ 4.28 04/12/2010   D     500,000   (7) 07/03/2014 Common Stock 500,000 (8) 0 D  
Performance Shares (9) 04/12/2010   A   90,000     (10)   (11) Common Stock 90,000 $ 0 90,000 D  
Performance Shares (9) 04/12/2010   D     90,000   (10)   (11) Common Stock 90,000 (12) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ZAGER JAY
350 CAMPUS DRIVE
MARLBOROUGH, MA 01752-3064
      EVP & CFO  

Signatures

 By: Stacy Romain, Attorney-In-Fact For: /s/ Jay Zager   04/14/2010
**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) Includes 4,000 shares acquired on March 31, 2010 and 252 shares acquired on April 9, 2010 pursuant to the 3Com ESPP and 187,500 shares of restricted stock.
(2) Pursuant to the Merger Agreement between the Issuer and Hewlett-Packard Company ("HP") dated November 11, 2009 (the "Merger Agreement"), each share of COMS common stock will be exchanged for $7.90 in cash and each share of COMS restricted common stock will be assumed by HP and converted into 27,645 shares of HP restricted common stock.
(3) The option vests in four equal semi-annual installments beginning on November 6, 2008.
(4) Pursuant to the Merger Agreement, the 100,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 14,744 shares of HP common stock at an exercise price of $17.71 per share, and the 300,000 vested shares subject to the option will be cancelled in exchange for a cash payment for each share equal to the excess of $7.90 over the per share exercise price of the option.
(5) The option vests on August 7, 2012, subject to performance-based acceleration.
(6) Pursuant to the Merger Agreement, the option will be assumed by HP and converted into an option to purchase 26,539 shares of HP common stock at an exercise price of $27.13 per share.
(7) The option vests in four equal annual installments beinning on July 3, 2008.
(8) Pursuant to the Merger Agreement, the 250,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 36,860 shares of HP common stock at an exercise price of $29.03 per share, and the 250,000 vested shares subject to the option will be cancelled in exchange for a cash payment for each share equal to the excess of $7.90 over the per share exercise price of the option.
(9) Each performance-based restricted stock unit (the "PRSU") represents a contingent right to receive one share of COMS common stock. In accordance with the terms of the PRSU agreement, the performance metrics will be deemed met at target levels upon the effectiveness of the merger.
(10) The PRSUs will be deemed earned at target upon the effectiveness of the merger and will subsequently vest in three equal annual installments beginning on August 7, 2010.
(11) Not applicable.
(12) Pursuant to the Merger Agreement, the PRSU's will be assumed by HP and converted into 13,269 HP restricted stock units.

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