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^*

MARVER JAMES D

(Last)

(First)

(Middle)

1001 BAYHILL DRIVE, SUITE 300

(Street)

SAN BRUNO

94066

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FINISAR CORP [ FNSR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2006

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	03/16/2006		J⁽¹⁾		17,000,000	D	⁽¹⁾	17,000,000⁽¹⁾	I	See footnote 2⁽²⁾
Common Stock	03/16/2006		J⁽³⁾		146,762	A	⁽³⁾	17,146,762⁽⁴⁾	I	See footnote 4⁽⁴⁾

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)

Explanation of Responses:

1. Pro rata distributions as follows: 3,030,930 shares distributed by VantagePoint Venture Partners III (Q) ("VPVP III Q"); 369,070 shares distributed by VantagePoint Venture Partners III, L.P. ("VPVP III"); 12,321,600 shares distributed by VantagePoint Venture Partners IV (Q), L.P. ("VPVP IV Q"); 1,233,520 shares distributed by VantagePoint Venture Partners IV, L.P. ("VPVP IV"); and 44,880 shares distributed by VantagePoint IV Principals, L.P. ("VPVP Principals"). Following such distributions, 3,030,930 shares were held by VPVP III Q, 369,070 shares were held by VPVP III, 12,321,600 shares were held by VPVP IV Q, 1,233,520 shares were held by VPVP IV, and 44,880 shares were held by VPVP Principals.

2. Messrs. Salzman and Marver are managing members of VantagePoint Associates III, LLC ("VPVP Associates III"), the general partner of VPVP III Q and VPVP III, and VantagePoint Associates IV, LLC ("VPVP Associates IV"), the general partner of VPVP IV Q, VPVP IV and VPVP Principals; each of VPVP Associates III, VPVP Associates IV, Messrs. Salzman and Marver disclaims beneficial ownership in the reported securities except to the extent of their pecuniary interest therein.

3. Acquisitions resulting from pro rata distributions from VPVP III and VPVP Principals.

4. Includes 3,030,930 shares held by VPVP III Q, 369,070 shares held by VPVP III, 12,321,600 shares held by VPVP IV Q, 1,233,520 shares held by VPVP IV, 44,880 shares held by VPVP Principals, 66,492 shares held by Alan E. Salzman, 3,332 shares held by the Alan E. Salzman 2003 Annuity Trust, 3,332 shares held by the Jillian M. Salzman 2003 Annuity Trust dated 12/31/03, 67,603 shares held by James D. Marver, 5,554 shares held by the James D. Marver 2003 Annuity Trust dated 12/31/03 and 449 shares held by VPVP Associates IV. Each of VPVP Associates III, VPVP Associates IV, Messrs. Salzman and Marver disclaims beneficial ownership in the reported securities except to the extent of their pecuniary interest therein.

	/s/ James D. Marver	03/20/2006
	** Signature of Reporting Person	Date
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