SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Shubin Stein Kenneth H (Last) (First) (Middle) 20415 NORDHOFF STREET (Street) CHATSWORTH CA 91311 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MRV COMMUNICATIONS INC [ MRVC.PK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/13/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	12/13/2010		S		1,000(1)	D	$1.73	464,046	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. 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 1,000 shares, with the reporting person's purchase of 936 shares at a price of $1.27 per share, and 64 shares at a price of $1.28 per share each on June 15, 2010. Even though the shares were only held indirectly through a managed fund, Dr. Shubin Stein has paid MRV Communications, Inc. $459.36, representing the full amount of the profit realized in connection with the short-swing transaction.

2. 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 335,913 shares of MRV Communications, Inc. common stock including the reported transaction above. As the managing member of Spencer Capital Management, LLC, Dr. Shubin Stein may be deemed to be the beneficial owner of the 335,913 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.

	Anne-Marie Frisch, Attorney-In-Fact for Kenneth H. Shubin Stein	12/14/2010
	** 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).
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