0000912093-19-000024.txt : 20190830 0000912093-19-000024.hdr.sgml : 20190830 20190830164624 ACCESSION NUMBER: 0000912093-19-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190828 FILED AS OF DATE: 20190830 DATE AS OF CHANGE: 20190830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KHAYKIN OLEG CENTRAL INDEX KEY: 0001278725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22874 FILM NUMBER: 191070036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VIAVI SOLUTIONS INC. CENTRAL INDEX KEY: 0000912093 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942579683 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 BUSINESS ADDRESS: STREET 1: 6001 AMERICA CENTER DRIVE STREET 2: 6TH FLOOR CITY: SAN JOSE STATE: CA ZIP: 95002 BUSINESS PHONE: 4084043600 MAIL ADDRESS: STREET 1: 6001 AMERICA CENTER DRIVE STREET 2: 6TH FLOOR CITY: SAN JOSE STATE: CA ZIP: 95002 FORMER COMPANY: FORMER CONFORMED NAME: JDS UNIPHASE CORP /CA/ DATE OF NAME CHANGE: 19990713 4 1 wf-form4_156719796924047.xml FORM 4 X0306 4 2019-08-28 0 0000912093 VIAVI SOLUTIONS INC. VIAV 0001278725 KHAYKIN OLEG C/O VIAVI SOLUTIONS INC. 6001 AMERICA CENTER DRIVE, 6TH FLOOR SAN JOSE CA 95002 0 1 0 0 President & CEO Common Stock 2019-08-28 4 M 0 80682 0 A 501827 D Common Stock 2019-08-28 4 F 0 40003 13.64 D 461824 D Restricted Stock Units 0.0 2019-08-28 4 M 0 12563 0 D 2019-08-28 Common Stock 12563.0 50250 D Restricted Stock Units 0.0 2019-08-28 4 M 0 68119 0 D 2019-08-28 Common Stock 68119.0 138302 D Restricted Stock Units 0.0 2019-08-28 4 A 0 194350 0 A Common Stock 194350.0 194350 D Market Stock Units 0.0 2019-08-28 4 A 0 194350 0 A Common Stock 194350.0 194350 D Each unit converts upon vesting into one share of common stock. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. The amount retained by the Company was not in excess of the amount of the tax liability. There are no expiration dates on RSUs. 1/3 of the Units subject to the Award shall vest on the first anniversary of the grant date and the remaining shares vest quarterly in eight equal installments over the following two years. See Exhibit 99 - FY2020 MSU Exhibit There are no expiration dates on MSUs. /s/ Chris Domingue, Attorney-in-Fact 2019-08-30 EX-99 2 fy20msuexhibit.htm FY20 MSU EXHIBIT


MSU Grant Exhibit:

The number of RSUs that vest will be based on the Company's total stockholder return ("TSR") relative to the performance of the component companies in the NASDAQ Telecommunications Index (the "NASDAQ Telecom Index") measured over a three-year performance period covering fiscal years 2020 through 2022,  with one-year (fiscal 2020), two-year (fiscal 2020 and 2021), and three-year (fiscal 2020, 2021, and 2022) performance periods. The TSR for each period will be compared against the period of August 1, 2019 to September 15, 2019.  The RSU award will be divided into three equal tranches, with one tranche assigned to each measurement period.

The actual number of shares that vest will be determined by the Compensation Committee after the end of each measurement period based on the relative TSR for the period and will range from 0% to 150% of the target amount for that period. In order to vest in 100% of the target number of RSUs, the Company's TSR must be at the 55th percentile of the NASDAQ Telecom Index for each measurement period.

The actual percentage of shares earned will be determined by the Committee at the end of each year of the MSU Performance Period and will be interpolated on a linear basis for performance between threshold and target for each level of achievement as follows:

Performance Threshold/Target............Shares Earned
0-25th Percentile.......................0% of Target Shares
25th-55th Percentile....................0%-100% of Target Shares
55th-100th Percentile...................100%-150% of Target Shares

Each earned unit converts into one share of common stock on the vesting date.