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*
BARBAROSSA GIOVANNI
(Last) (First) (Middle)
2584 JUNCTION AVENUE
(Street)
SAN JOSE CA 95134
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OCLARO, INC. [ OCLR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2009
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)
Code V Amount (A) or (D) Price
Common Stock 04/27/2009 A 2,430 A $0(1) 80,944 D
Common Stock 04/27/2009 A 2,051 A $0(1) 82,995 D
Common Stock 04/27/2009 A 1,790 A $0(1) 84,785 D
Common Stock 04/27/2009 A 8,139 A $0(1) 92,924 D
Common Stock 04/27/2009 A 227,892 A $0(1) 320,816 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $77.41(2) 04/27/2009 A 4,465 04/27/2009 02/02/2010 Common Stock 4,465 $0 4,465 D
Stock Option (Right to Buy) $77.41(2) 04/27/2009 A 45,274 04/27/2009 02/02/2010 Common Stock 45,274 $0 45,274 D
Stock Option (Right to Buy) $43.2(2) 04/27/2009 A 5,784 04/27/2009 03/19/2011 Common Stock 5,784 $0 5,784 D
Stock Option (Right to Buy) $36.47(2) 04/27/2009 A 5,784 04/27/2009 04/30/2011 Common Stock 5,784 $0 5,784 D
Stock Option (Right to Buy) $20.6(2) 04/27/2009 A 67,488 04/27/2009 08/14/2011 Common Stock 67,488 $0 67,488 D
Stock Option (Right to Buy) $20.6(2) 04/27/2009 A 4,856 04/27/2009 08/14/2011 Common Stock 4,856 $0 4,856 D
Stock Option (Right to Buy) $6.78(2) 04/27/2009 A 36,175 04/27/2009 11/05/2011 Common Stock 36,175 $0 36,175 D
Stock Option (Right to Buy) $13.55(2) 04/27/2009 A 126,604 04/27/2009 11/05/2011 Common Stock 126,604 $0 126,604 D
Stock Option (Right to Buy) $2.8(2) 04/27/2009 A 7,536 04/27/2009 12/18/2012 Common Stock 7,536 $0 7,536 D
Stock Option (Right to Buy) $5.47(2) 04/27/2009 A 72,344 04/27/2009 08/01/2013 Common Stock 72,344 $0 72,344 D
Stock Option (Right to Buy) $10.92(2) 04/27/2009 A 72,344 04/27/2009 08/01/2013 Common Stock 72,344 $0 72,344 D
Stock Option (Right to Buy) $7.22(2) 04/27/2009 A 9,034 04/27/2009 07/29/2014 Common Stock 9,034 $0 9,034 D
Stock Option (Right to Buy) $7.22(2) 04/27/2009 A 72,344 04/27/2009 07/29/2014 Common Stock 72,344 $0 72,344 D
Stock Option (Right to Buy) $2.74(2) 04/27/2009 A 18,084 04/27/2009 06/13/2015 Common Stock 18,084 $0 18,084 D
Stock Option (Right to Buy) $4.54(2) 04/27/2009 A 10,852 04/27/2009 10/31/2016 Common Stock 10,852 $0 10,852 D
Stock Option (Right to Buy) $4.54(2) 04/27/2009 A 25,317 04/27/2009 10/21/2017 Common Stock 25,317 $0 25,317 D
Stock Option (Right to Buy) $0.15(2) 04/27/2009 A 325,560 04/27/2009 11/21/2018 Common Stock 325,560 $0 325,560 D
Explanation of Responses:
1. Reporting Person received such shares in exchange for shares of Avanex Corporation ("Avanex") common stock in connection with the merger of Avanex into Oclaro, Inc. (formerly known as Bookham) (the "Merger"). Pursuant to the terms of the Merger agreement each share of Avanex common stock will automatically be converted into the right to receive 5.426 shares of Bookham common stock.
2. Reporting Person received such stock option in exchange for a stock option to purchase Avanex common stock in connection with the Merger. Pursuant to the terms of the Merger agreement each Avanex stock option assumed will be determined by multiplying the number of options by the exchange ratio of 5.426 and rounded down to the nearest whole number.
Remarks:
Christopher Croddy, Attorney-in-Fact 04/29/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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