0001140361-14-033941.txt : 20140822 0001140361-14-033941.hdr.sgml : 20140822 20140822164255 ACCESSION NUMBER: 0001140361-14-033941 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140820 FILED AS OF DATE: 20140822 DATE AS OF CHANGE: 20140822 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JDS UNIPHASE CORP /CA/ 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: 430 NORTH MCCARTHY BOULEVARD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4085465000 MAIL ADDRESS: STREET 1: 430 NORTH MCCARTHY BOULEVARD CITY: MILPITAS STATE: CA ZIP: 95035 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POLLACK ANDREW R CENTRAL INDEX KEY: 0001510422 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22874 FILM NUMBER: 141060631 MAIL ADDRESS: STREET 1: C/O JDS UNIPHASE CORPORATION STREET 2: 430 N MCCARTHY BOULEVARD CITY: MILPITAS STATE: CA ZIP: 95035 4 1 doc1.xml FORM 4 X0306 4 2014-08-20 0 0000912093 JDS UNIPHASE CORP /CA/ JDSU 0001510422 POLLACK ANDREW R C/O JDS UNIPHASE CORPORATION 430 N MCCARTHY BOULEVARD MILPITAS CA 95035 0 1 0 0 SVP, General Counsel Common Stock 2014-08-20 4 M 0 8250 0 A 8250 D Common Stock 2014-08-20 4 F 0 3101 11.12 D 5149 D Common Stock 2014-08-21 4 S 0 5149 11.3232 D 0 D Restricted Stock Unit 0.00 2014-08-20 4 M 0 8250 0 D 2014-08-20 Common Stock 8250 16750 D Restricted Stock Unit 0 2014-08-20 4 A 0 25000 0 A Common Stock 25000 25000 D Restricted Stock Unit 0 2014-08-20 4 A 0 37500 0 A Common Stock 37500 37500 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. Shares were sold pursuant to a Rule 10b5-1 Stock Trading Plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.11 to $11.41 inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes to this Form 4. The Units subject to the Award shall vest over three years with 33% vesting after one year and quarterly over the remaining two years. See Exhibit 99.1. /s/ Sheri Piazza, Manager, Global Stock Plans, Attorney-in-fact 2014-08-22 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
The number of RSUs that vest will be based on the Company’s total stockholder return ("TSR") relative to the performance of those companies in the NASDAQ Telecommunications Index (the “NASDAQ Telecom Index”) measured over a three year performance period covering fiscal years 2015 through 2017, with one year (fiscal 2015), two year (fiscal 2015 and 2016), and three year (fiscal 2015, 2016, and 2017) performance periods. The TSR for each measurement period will be compared against the period of July 15, 2014 to September 15, 2014.  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 50th percentile of the NASDAQ Telecom Index for each measurement period. If the Company’s TSR is above the 50th percentile, the number of shares that vest will increase above the target number by 2% for each percentile above, and if the Company’s TSR is below the 50th percentile, the number of shares that vest will decrease below the target number by 2% for each percentile below; provided that no shares will vest if the Company’s performance is below the 25th percentile.

The vesting date will be the date the Compensation Committee determines the number of shares which have vested. The number of RSUs disclosed in this Form 4 reflects 150% of the target amount, or the maximum number of shares that will vest if the full performance criteria are met in all three measurement periods.  Each earned unit converts into one share of common stock on the vesting date.