0001214659-18-007608.txt : 20181210 0001214659-18-007608.hdr.sgml : 20181210 20181210170030 ACCESSION NUMBER: 0001214659-18-007608 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181206 FILED AS OF DATE: 20181210 DATE AS OF CHANGE: 20181210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TEICHMANN DAVID CENTRAL INDEX KEY: 0001252121 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30684 FILM NUMBER: 181226792 MAIL ADDRESS: STREET 1: 1421 MCCARTHY BLVD CITY: MILPITAS STATE: CA ZIP: 95035 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-43213.xml PRIMARY DOCUMENT X0306 4 2018-12-06 true 0001110647 OCLARO, INC. OCLR 0001252121 TEICHMANN DAVID 225 CHARCOT AVENUE SAN JOSE CA 95131 false true false false EVP, GC, & Corp. Sec. Common Stock 2018-12-06 4 A false 90000 0 A 418400 D Common Stock 2018-12-06 4 F false 100400 8.44 D 318000 D Common Stock 2018-12-10 4 D false 318000 D 0 D Restricted Stock Units 2018-12-10 4 D false 30625 D Common Stock 30625 0 D Restricted Stock Units 2018-12-10 4 D false 30625 D Common Stock 30625 0 D Restricted Stock Units 2018-12-10 4 D false 41250 D Common Stock 41250 0 D Restricted Stock Units 2018-12-10 4 D false 90000 D Common Stock 90000 0 D Restricted Stock Units 2018-12-10 4 D false 10000 D Common Stock 10000 0 D Stock Options (Right to Buy) 1.78 2018-12-10 4 D false 25000 D 2024-05-12 Common Stock 25000 0 D Stock Options (Right to Buy) 2.53 2018-12-10 4 D false 60000 D 2024-02-10 Common Stock 60000 0 D Represents 90,000 Oclaro, Inc. ("Oclaro") performance-based restricted stock units (the "PSUs") granted on August 10, 2017 that vested in full at the Effective Time (as defined below). On March 11, 2018, the Compensation Committee of Oclaro determined that, contingent upon the occurrence of the Effective Time, the underlying performance milestones for such PSUs would be deemed achieved based on the maximum level of achievement (150% of target), with vesting continuing through August 2020. Withholding of 100,432 shares to satisfy tax obligations arising in connection with the non-reportable vesting of equity awards. Pursuant to the Agreement and Plan of Merger, dated March 11, 2018 (the "Merger Agreement"), Lumentum Holdings Inc. ("Lumentum") acquired Oclaro in a merger transaction (the "Merger") which became effective on December 10, 2018. At the effective time of the Merger (the "Effective Time"), 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"). Each restricted stock unit represents a contingent right to receive one share of Oclaro common stock. Pursuant to the terms of the Merger Agreement, the vesting of 30,625 Oclaro restricted stock units ("RSUs") granted on August 10, 2016 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such RSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award. On August 10, 2016, Mr. Teichmann was granted 70,000 RSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter. Pursuant to the terms of the Merger Agreement, the vesting of 30,625 PSUs granted on August 10, 2016 (for which the performance criteria was previously achieved) was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such PSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award. On August 10, 2016, Mr. Teichmann was granted 70,000 PSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter. Pursuant to the terms of the Merger Agreement, the vesting of 41,250 RSUs that were granted on August 10, 2017 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such RSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award. On August 10, 2017, Mr. Teichmann was granted 60,000 RSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter. Pursuant to the terms of the Merger Agreement, the vesting of 90,000 PSUs granted on August 10, 2017 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such PSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award. On August 10, 2017, Mr. Teichmann was issued a grant of up to 90,000 PSUs, vesting 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter. Pursuant to the terms of the award agreement and the Merger Agreement, the vesting of 10,000 RSUs granted on August 1, 2018 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agrement, such RSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award. On August 1, 2018, Mr. Teichmann was granted 40,000 RSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 1st, May 1st, August 1st and November 1st the Initial Vesting Date over the three years of continuous service thereafter. Pursuant to the terms of the Merger Agreement, Mr. Teichmann's 25,000 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. Teichmann's 60,000 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