0001214659-18-007615.txt : 20181210 0001214659-18-007615.hdr.sgml : 20181210 20181210170121 ACCESSION NUMBER: 0001214659-18-007615 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181210 FILED AS OF DATE: 20181210 DATE AS OF CHANGE: 20181210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COLLINS EDWARD B CENTRAL INDEX KEY: 0001071436 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30684 FILM NUMBER: 181226820 MAIL ADDRESS: STREET 1: LAW OFFICES OF BEN GREENSPAN STREET 2: 160 SANSOME ST 18TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OCLARO, INC. CENTRAL INDEX KEY: 0001110647 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 201303994 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 BUSINESS ADDRESS: STREET 1: 225 CHARCOT AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: (408) 383-1400 MAIL ADDRESS: STREET 1: 225 CHARCOT AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: BOOKHAM, INC. DATE OF NAME CHANGE: 20090424 FORMER COMPANY: FORMER CONFORMED NAME: OCLARO, INC. DATE OF NAME CHANGE: 20090423 FORMER COMPANY: FORMER CONFORMED NAME: BOOKHAM, INC. DATE OF NAME CHANGE: 20040929 4 1 marketforms-43219.xml PRIMARY DOCUMENT X0306 4 2018-12-10 true 0001110647 OCLARO, INC. OCLR 0001071436 COLLINS EDWARD B 225 CHARCOT AVE SAN JOSE CA 95131 true false false false Common Stock 2018-12-10 4 D false 169333 D 0 D Common Stock 2018-12-10 4 D false 77731 D 0 I By Trust Common Stock 2018-12-10 4 D false 70000 D 0 I By Spouse Stock Options (Right to Buy) 3.54 2018-12-10 4 D false 8000 D 2019-10-21 Common Stock 8000 0 D Stock Options (Right to Buy) 5.80 2018-12-10 4 D false 14881 D 2021-10-26 Common Stock 14881 0 D Pursuant to Agreement and Plan of Merger, dated March 11, 2018 (the "Merger Agreement"), Lumentum Holdings Inc. ("Lumentum") acquired Oclaro, Inc. ("Oclaro") in a merger transaction (the "Merger") which became effective on December 10, 2018. At the effective time of the Merger, each share of Oclaro common stock converted into the right to receive, without interest, (a) $5.60 in cash and (b) 0.0636 of a share of common stock of Lumentum ("Merger Consideration"). As a trustee of The Edward Collins Revocable Trust. Pursuant to the terms of the Merger Agreement, Mr. Collins's 8,000 vested Oclaro stock options that were outstanding as of the Effective Date were cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Option Share (as defined in the Merger Agreement) covered by such cancelled options; provided that, in lieu of the Merger Consideration, any fractional Net Option Share (after aggregating all shares represented by all such cancelled options) was settled in cash based on the Cash Equivalent Consideration (as defined in the Merger Agreement) (the "Option Consideration"). Pursuant to the terms of the Merger Agreement, Mr. Collins's 14,881 vested Oclaro stock options that were outstanding as of the Effective Time were cancelled and terminated and converted into the right to receive the Option Consideration. This Form 4 reports securities disposed pursuant to the terms of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Oclaro's Form 8-K filed with the SEC on March 12, 2018. Mike Fernicola, Attorney-in-Fact 2018-12-10