FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OCLARO, INC. [ OCLR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/06/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/06/2018 | A | 277,500 | A | $0(1) | 1,504,975 | D | |||
Common Stock | 12/06/2018 | F(2) | 286,947 | D | $8.44 | 1,218,028 | D | |||
Common Stock | 12/10/2018 | D | 1,218,028 | D | (3) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 12/10/2018 | D | 82,032 | (5) | (6) | Common Stock | 82,032 | (5) | 0 | D | ||||
Restricted Stock Units | (4) | 12/10/2018 | D | 82,032 | (7) | (8) | Common Stock | 82,032 | (7) | 0 | D | ||||
Restricted Stock Units | (4) | 12/10/2018 | D | 127,188 | (9) | (10) | Common Stock | 127,188 | (9) | 0 | D | ||||
Restricted Stock Units | (4) | 12/10/2018 | D | 277,500 | (1)(11) | (12) | Common Stock | 277,500 | (1)(11) | 0 | D | ||||
Restricted Stock Units | (4) | 12/10/2018 | D | 10,000 | (13) | (14) | Common Stock | 10,000 | (13) | 0 | D | ||||
Stock Options (Right to Buy) | $3.1 | 12/10/2018 | D | 3,334 | (15) | 05/13/2019 | Common Stock | 3,334 | (15) | 0 | D | ||||
Stock Options (Right to Buy) | $5.8 | 12/10/2018 | D | 8,000 | (16) | 10/21/2019 | Common Stock | 8,000 | (16) | 0 | D | ||||
Stock Options (Right to Buy) | $3.54 | 12/10/2018 | D | 14,881 | (17) | 10/26/2021 | Common Stock | 14,881 | (17) | 0 | D |
Explanation of Responses: |
1. 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. |
2. Withholding of 286,974 shares to satisfy tax obligations arising in connection with the non-reportable vesting of equity awards. |
3. 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"). |
4. Each restricted stock unit represents a contingent right to receive one share of Oclaro common stock. |
5. 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. |
6. 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. |
7. 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. |
8. 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. |
9. 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. |
10. 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. |
11. 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. |
12. 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. |
13. 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. |
14. 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. |
15. 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"). |
16. 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. |
17. 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. |
Remarks: |
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 | 12/10/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |