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^*

Welles Stephen

(Last)

(First)

(Middle)

46335 LANDING PARKWAY

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OPLINK COMMUNICATIONS INC [ OPLK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP, General Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2014

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	12/23/2014		U		9,787⁽¹⁾	D	$24.25	0	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)
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)
Stock Options (right to buy)	$10.09	12/23/2014		D			48,529	⁽²⁾	05/17/2018	Common Stock	48,529	$0.00	0	D
Stock Options (right to buy)	$16.46	12/23/2014		D			40,000	⁽²⁾	08/29/2019	Common Stock	40,000	$0.00	0	D
Restricted Stock Units	$0.00	12/23/2014		D			18,750	⁽³⁾	⁽³⁾	Common Stock	18,750	$0.00	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 18, 2014 (the "Merger Agreement"), among Oplink Communications, Inc. ("Oplink"), Koch Industries, Inc. and Koch Optics, Inc., on December 23, 2014, each share of Oplink common stock, par value $0.001 ("Common Stock") tendered and accepted for payment in the Offer (as defined in the Merger Agreement) was converted into the right to receive, and each share of Common Stock not so tendered and accepted for payment in the Offer was also converted into the right to receive, $24.25 per share in cash (the "Offer Price"), without interest and less any withholding taxes as required by law.

2. Pursuant to the Merger Agreement, on December 23, 2014, each Oplink stock option outstanding at the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive the excess, if any, of the Offer Price over the exercise price per share of the stock option, less any withholding taxes as required by law.

3. Pursuant to the Merger Agreement, on December 23, 2014, each Oplink restricted stock unit immediately outstanding prior to the Effective Time was cancelled and converted into the right to receive the Offer Price, less any withholding taxes as required by law.,

	By: /s/ Stephen Welles	12/23/2014
	** 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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