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