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