SEC Form 4 · accession 0001214659-18-007607
OCLARO, INC. · OCLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam Carter
Officer — Chief Commercial Officer
Period of report
Dec 6, 2018
Accepted (ET)
Dec 10, 2018 · 5:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001110647
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 6, 2018 | A | 60,000 | $0.00 | A | 423,889 | D | |
| Common Stock | Dec 6, 2018 | F | 76,230 | $8.44 | D | 347,659 | D | |
| Common StockF3 | Dec 10, 2018 | D | 347,659 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F4,F6 | — | Dec 10, 2018 | D | 30,625 | D | — | — | Common Stock | 30,625 | 0 | D |
| Restricted Stock UnitsF7,F4,F8 | — | Dec 10, 2018 | D | 30,625 | D | — | — | Common Stock | 30,625 | 0 | D |
| Restricted Stock UnitsF9,F4,F10 | — | Dec 10, 2018 | D | 27,500 | D | — | — | Common Stock | 27,500 | 0 | D |
| Restricted Stock UnitsF1,F11,F4,F12 | — | Dec 10, 2018 | D | 60,000 | D | — | — | Common Stock | 60,000 | 0 | D |
| Restricted Stock UnitsF13,F4,F14 | — | Dec 10, 2018 | D | 5,000 | D | — | — | Common Stock | 5,000 | 0 | D |
| Stock Options (Right to Buy)F15 | $1.69 | Dec 10, 2018 | D | 100,000 | D | — | Aug 15, 2024 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1Represents 60,000 Oclaro, Inc. ("Oclaro") performance-based restricted stock units (the "PSUs") granted on August 10, 2017 that vested in full at the Effective Time (as defined below). On March 11, 2018, the Compensation Committee of Oclaro determined that, contingent upon the occurrence of the Effective Time, the underlying performance milestones for such PSUs would be deemed achieved based on the maximum level of achievement (150% of target), with vesting continuing through August 2020.
- F10On August 10, 2017, Mr. Carter was granted 40,000 RSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter.
- F11Pursuant to the terms of the Merger Agreement, the vesting of 60,000 PSUs granted on August 10, 2017 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such PSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
- F12On August 10, 2017, Mr. Carter was issued a grant of up to 60,000 PSUs, vesting 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter.
- F13Pursuant to the terms of the award agreement and the Merger Agreement, the vesting of 5,000 RSUs granted on August 1, 2018 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agrement, such RSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
- F14On August 1, 2018, Mr. Carter was granted 20,000 RSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 1st, May 1st, August 1st and November 1st the Initial Vesting Date over the three years of continuous service thereafter.
- F15Pursuant to the terms of the Merger Agreement, Mr. Carter's 100,000 vested Oclaro stock options that were outstanding as of the Effective Date were cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Option Share (as defined in the Merger Agreement) covered by such cancelled options; provided that, in lieu of the Merger Consideration, any fractional Net Option Share (after aggregating all shares represented by all such cancelled options) was settled in cash based on the Cash Equivalent Consideration (as defined in the Merger Agreement).
- F2Withholding of 76,265 shares to satisfy tax obligations arising in connection with the non-reportable vesting of equity awards.
- F3Pursuant to the Agreement and Plan of Merger, dated March 11, 2018 (the "Merger Agreement"), Lumentum Holdings Inc. ("Lumentum") acquired Oclaro in a merger transaction (the "Merger") which became effective on December 10, 2018. At the effective time of the Merger (the "Effective Time"), each share of Oclaro common stock converted into the right to receive, without interest, (a) $5.60 in cash and (b) 0.0636 of a share of common stock of Lumentum ("Merger Consideration").
- F4Each restricted stock unit represents a contingent right to receive one share of Oclaro common stock.
- F5Pursuant to the terms of the Merger Agreement, the vesting of 30,625 Oclaro restricted stock units ("RSUs") granted on August 10, 2016 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such RSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
- F6On August 10, 2016, Mr. Carter was granted 70,000 RSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter.
- F7Pursuant to the terms of the Merger Agreement, the vesting of 30,625 PSUs granted on August 10, 2016 (for which the performance criteria was previously achieved) was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such PSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
- F8On August 10, 2016, Mr. Carter was granted 70,000 PSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter.
- F9Pursuant to the terms of the Merger Agreement, the vesting of 27,500 RSUs granted on August 10, 2017 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such RSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
Remarks
This Form 4 reports securities disposed pursuant to the terms of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Oclaro's Form 8-K filed with the SEC on March 12, 2018.