0001214659-18-007610.txt : 20181210 0001214659-18-007610.hdr.sgml : 20181210 20181210170025 ACCESSION NUMBER: 0001214659-18-007610 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: Dougherty Greg CENTRAL INDEX KEY: 0001325750 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30684 FILM NUMBER: 181226786 MAIL ADDRESS: STREET 1: 40919 ENCYCLOPEDIA CIRCLE CITY: FREMONT STATE: CA ZIP: 94538 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-43208.xml PRIMARY DOCUMENT X0306 4 2018-12-06 true 0001110647 OCLARO, INC. OCLR 0001325750 Dougherty Greg 225 CHARCOT AVE SAN JOSE CA 95131 false true false false Chief Executive Officer Common Stock 2018-12-06 4 A false 277500 0 A 1504975 D Common Stock 2018-12-06 4 F false 286947 8.44 D 1218028 D Common Stock 2018-12-10 4 D false 1218028 D 0 D Restricted Stock Units 2018-12-10 4 D false 82032 D Common Stock 82032 0 D Restricted Stock Units 2018-12-10 4 D false 82032 D Common Stock 82032 0 D Restricted Stock Units 2018-12-10 4 D false 127188 D Common Stock 127188 0 D Restricted Stock Units 2018-12-10 4 D false 277500 D Common Stock 277500 0 D Restricted Stock Units 2018-12-10 4 D false 10000 D Common Stock 10000 0 D Stock Options (Right to Buy) 3.10 2018-12-10 4 D false 3334 D 2019-05-13 Common Stock 3334 0 D Stock Options (Right to Buy) 5.80 2018-12-10 4 D false 8000 D 2019-10-21 Common Stock 8000 0 D Stock Options (Right to Buy) 3.54 2018-12-10 4 D false 14881 D 2021-10-26 Common Stock 14881 0 D Represents 277,500 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 286,974 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 82,032 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. Dougherty was granted 187,500 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 82,032 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. Dougherty was granted 187,500 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 127,188 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. Dougherty was granted 185,000 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 277,500 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. Dougherty was issued a grant of up to 277,500 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 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. Dougherty 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. Dougherty's 3,334 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. Dougherty's 8,000 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. Pursuant to the terms of the Merger Agreement, Mr. Dougherty'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