0001094739-19-000100.txt : 20190925 0001094739-19-000100.hdr.sgml : 20190925 20190925215429 ACCESSION NUMBER: 0001094739-19-000100 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190924 FILED AS OF DATE: 20190925 DATE AS OF CHANGE: 20190925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swanson Todd CENTRAL INDEX KEY: 0001444728 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27999 FILM NUMBER: 191115447 MAIL ADDRESS: STREET 1: 1389 MOFFETT PARK DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FINISAR CORP CENTRAL INDEX KEY: 0001094739 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943038428 STATE OF INCORPORATION: DE FISCAL YEAR END: 0428 BUSINESS ADDRESS: STREET 1: 1389 MOFFETT PARK DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085481000 MAIL ADDRESS: STREET 1: 1389 MOFFETT PARK DR CITY: SUNNYVALE STATE: CA ZIP: 94089 4 1 wf-form4_156946285310768.xml FORM 4 X0306 4 2019-09-24 0 0001094739 FINISAR CORP FNSR 0001444728 Swanson Todd 1389 MOFFETT PARK DRIVE SUNNYVALE CA 94089-1134 0 1 0 0 Chief Operating Officer Common Stock 2019-09-24 4 D 0 135629 23.80 D 121636 D Common Stock 2019-09-24 4 D 0 121636 23.80 D 0 D Performance Restricted Stock Unit 0.0 2019-09-24 4 D 0 15752 23.87 D 2018-08-05 2022-05-06 Common Stock 15752.0 45833 D Performance Restricted Stock Unit 0.0 2019-09-24 4 E 0 45833 0 D 2018-08-05 2022-05-06 Common Stock 45833.0 0 D Stock Option (Right to Buy) 8.29 2019-09-24 4 D 0 31086 23.80 D 2011-12-08 2019-12-08 Common Stock 31086.0 0 D These shares were disposed of pursuant to the Agreement and Plan of Merger by and among II-VI Incorporated ("II-VI"), Mutation Merger Sub Inc., and Finisar Corporation, dated as of November 8, 2018 (the "Merger Agreement"), whereby 135,629 of such shares were automatically cancelled and converted into the right to receive, for each such share, 0.2218 shares of II-VI common stock and $15.60 in cash. The remaining 121,636 of such shares consisted of unvested restricted stock units ("RSUs") granted by the issuer (each of which represented the right to receive a share of the issuer's common stock upon vesting of the unit) that, in connection with the termination of the reporting person's employment with the issuer upon the closing of the Merger, were accelerated and converted into the right (subject, however, to the reporting person's delivery and non-revocation of a general release of claims) to receive 0.2218 shares of II-VI common stock and $15.60 in cash for each RSU. The closing price of II-VI's common stock on September 23, 2019 was $36.975 per share. Each performance stock unit ("PSU") represented the right to receive, upon satisfaction of the performance goals applicable to the unit, one share of the issuer's common stock. Pursuant to the Merger Agreement, each of these PSUs was automatically cancelled and converted into the right to receive 0.2146 shares of II-VI common stock and $15.94 in cash. Pursuant to the Merger Agreement, this stock option was automatically cancelled and converted into the right to receive, for each "Net Option Share" (which is determined under the Merger Agreement and takes into account the exercise price of the option) subject to the option, 0.2218 shares of II-VI common stock and $15.60 in cash. /s/ Christopher Brown as Attorney-in-fact for 2019-09-25