0001214659-18-007609.txt : 20181210
0001214659-18-007609.hdr.sgml : 20181210
20181210170026
ACCESSION NUMBER: 0001214659-18-007609
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: Fernicola Michael H
CENTRAL INDEX KEY: 0001596296
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30684
FILM NUMBER: 181226787
MAIL ADDRESS:
STREET 1: 2560 JUNCTION AVENUE
CITY: SAN JOSE
STATE: CA
ZIP: 95153
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-43226.xml
PRIMARY DOCUMENT
X0306
4
2018-12-06
true
0001110647
OCLARO, INC.
OCLR
0001596296
Fernicola Michael H
225 CHARCOT AVE
SAN JOSE
CA
95131
false
true
false
false
Chief Accounting Officer
Common Stock
2018-12-06
4
A
false
37500
0
A
114175
D
Common Stock
2018-12-06
4
F
false
27775
8.44
D
86400
D
Common Stock
2018-12-10
4
D
false
86400
D
0
D
Restricted Stock Units
2018-12-10
4
D
false
10938
D
Common Stock
10938
0
D
Restricted Stock Units
2018-12-10
4
D
false
10938
D
Common Stock
10938
0
D
Restricted Stock Units
2018-12-10
4
D
false
17188
D
Common Stock
17188
0
D
Restricted Stock Units
2018-12-10
4
D
false
37500
D
Common Stock
37500
0
D
Restricted Stock Units
2018-12-10
4
D
false
3750
D
Common Stock
3750
0
D
Represents 37,500 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 27,803 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 Mr. Fernicola's letter agreement with Lumentum, dated July 17, 2018 (the "Letter Agreement"), the vesting of 10,938 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. Fernicola was granted 25,000 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 Letter Agreement, the vesting of 10,938 PSUs that were 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. Fernicola was granted 25,000 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 Letter Agreement, the vesting of 17,188 RSUs 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. Fernicola was granted 25,000 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 Letter Agreement, the vesting of 37,500 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. Fernicola was issued a grant of up to 37,500 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 3,750 RSUs granted on August 1, 2018 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 1, 2018, Mr. Fernicola was granted 15,000 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.
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
2018-12-10