0001214659-18-007621.txt : 20181210 0001214659-18-007621.hdr.sgml : 20181210 20181210170103 ACCESSION NUMBER: 0001214659-18-007621 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: Jankovic Walter CENTRAL INDEX KEY: 0001730628 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30684 FILM NUMBER: 181226816 MAIL ADDRESS: STREET 1: 225 CHARCOT AVE CITY: SAN JOSE STATE: CA ZIP: 95131 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-43205.xml PRIMARY DOCUMENT X0306 4 2018-12-06 true 0001110647 OCLARO, INC. OCLR 0001730628 Jankovic Walter 225 CHARCOT AVE SAN JOSE CA 95131 false true false false Pres., Optical Connectivity Common Stock 2018-12-06 4 F false 21613 8.44 D 228387 D Common Stock 2018-12-10 4 D false 228387 D 0 D Restricted Stock Units 2018-12-10 4 D false 22500 D Common Stock 22500 0 D Restricted Stock Units 2018-12-10 4 D false 40000 D Common Stock 40000 0 D Restricted Stock Units 2018-12-10 4 D false 67500 D Common Stock 67500 0 D Restricted Stock Units 2018-12-10 4 D false 120000 D Common Stock 120000 0 D Withholding of 21,613 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, Inc. ("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. Jankovic's letter agreement with Lumentum, dated July 3, 2018 (the "Letter Agreement"), the vesting of 22,500 Oclaro restricted stock units ("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. Jankovic was granted 90,000 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 Letter Agreement, the vesting of 40,000 RSUs granted on February 12, 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 February 12, 10, 2018, Mr. Jankovic was granted 160,000 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, 67,500 RSUs granted on August 1, 2018 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 13,047 shares of Lumentum common stock. Pursuant to the terms of the Merger Agreement, 120,000 RSUs granted on February 12, 2018 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 23,196 shares of Lumentum common stock. 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