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
MRV COMMUNICATIONS INC [ MRVC.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2010 | ||||||||||||||||||||||||||
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 | 11/30/2010 | P | 1,064 | A | $1.6 | 466,110 | I | See Footnote(1) | ||
Common Stock | 11/30/2010 | S | 1,064 | D | $1.6 | 465,046 | I | See Footnote(2) |
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 | ||||||||
Non-Qualified Stock Option (Right to Buy) | $1.66 | 12/01/2010 | A | 105,738 | 06/01/2011(3) | 12/01/2020 | Common Stock | 105,738 | $1.66 | 183,469 | D |
Explanation of Responses: |
1. Dr. Shubin Stein beneficially owns 128,133 shares of common stock of MRV Communications, Inc. directly. In addition, he has sole trading and voting discretions as the managing member of Spencer Capital Management, LLC, which manages various accounts that hold 336,913 shares of MRV Communications, Inc. common stock including the reported transactions above. As the managing member of Spencer Capital Management, LLC, Dr. Shubin Stein may be deemed to be the beneficial owner of the 336,913 shares held in the managed accounts. Dr. Shubin Stein claims beneficial ownership of any of the shares included in this report to the extent of his pecuniary interest therein. |
2. Dr. Shubin Stein's sale of MRV Communications, Inc.'s common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,064 shares, with the reporting person's purchase of 1,064 shares of MRV Communications, Inc.'s common stock at a price of $1.27 per share on June 15, 2010. Even though the shares were only held indirectly through a managed account as disclosed in footnote (1), Dr. Shubin Stein has paid MRV Communications, Inc. $351.12, representing the full amount of the profit realized in connection with the short-swing transaction. |
3. Options vest in six months from the date of grant on 06/01/2011. The options expire ten years from the date of grant. |
Anne-Marie Frisch, Attorney-In-Fact For Kenneth H. Shubin Stein | 12/02/2010 | |
** 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. |