0000921895-17-002176.txt : 20170815 0000921895-17-002176.hdr.sgml : 20170815 20170815172106 ACCESSION NUMBER: 0000921895-17-002176 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170811 FILED AS OF DATE: 20170815 DATE AS OF CHANGE: 20170815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARTIN WILLIAM C CENTRAL INDEX KEY: 0001205885 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 171034653 MAIL ADDRESS: STREET 1: C/O RAGING CAPITAL MANAGEMENT, LLC STREET 2: TEN PRINCETON AVENUE, PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raging Capital Management, LLC CENTRAL INDEX KEY: 0001444376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 171034652 BUSINESS ADDRESS: STREET 1: TEN PRINCETON AVENUE STREET 2: PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553-0228 BUSINESS PHONE: 6099100954 MAIL ADDRESS: STREET 1: TEN PRINCETON AVENUE STREET 2: PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553-0228 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MRV COMMUNICATIONS INC CENTRAL INDEX KEY: 0000887969 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 061340090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20520 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187730900 MAIL ADDRESS: STREET 1: 20520 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 4 1 form407738019_08152017.xml OWNERSHIP DOCUMENT X0306 4 2017-08-11 1 0000887969 MRV COMMUNICATIONS INC MRVC 0001205885 MARTIN WILLIAM C C/O RAGING CAPITAL MANAGEMENT, LLC TEN PRINCETON AVENUE P.O. BOX 228 ROCKY HILL NJ 08553 0 0 1 0 0001444376 Raging Capital Management, LLC TEN PRINCETON AVENUE P.O. BOX 228 ROCKY HILL NJ 08553 0 0 1 0 Common Stock, $0.0017 par value 2017-08-11 4 U 0 2136864 10.00 D 0 I By Raging Capital Master Fund, Ltd. This Form 4 is filed jointly by Raging Capital Management, LLC ("Raging Capital") and William C. Martin (collectively, the "Reporting Persons"). Each of the Reporting Persons was deemed to be a member of a Section 13(d) group that collectively owned more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock of the Issuer previously reported herein except to the extent of his or its pecuniary interest therein. Raging Capital is the Investment Manager of Raging Capital Master Fund, Ltd. ("Raging Master"). William C. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. Raging Master has delegated to Raging Capital the sole authority to vote and dispose of the securities held by Raging Master pursuant to an Investment Management Agreement, dated November 9, 2012, as amended and restated on December 21, 2016 (the "IMA"). The IMA may be terminated by any party thereto effective at the close of business on the last day of any fiscal quarter by giving the other party not less than sixty-one days' written notice. As a result, each of Raging Capital and William C. Martin was deemed to beneficially own the shares of Common Stock of the Issuer previously held by Raging Master. Raging Master specifically disclaims beneficial ownership of the shares of Common Stock of the Issuer previously held by it by virtue of its inability to vote or dispose of such securities as a result of the IMA. By: /s/ Frederick C. Wasch as Attorney-in-fact for William C. Martin 2017-08-15 By: Raging Capital Management, LLC, By: /s/ Frederick C. Wasch, as Attorney-in-fact for William C. Martin, Managing Member 2017-08-15