SEC Form 4 · accession 0001214659-18-007609

OCLARO, INC. · OCLR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael H Fernicola

Officer — Chief Accounting 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
Common Stock^F1	Dec 6, 2018	A	37,500	$0.00	A	114,175	D
Common Stock	Dec 6, 2018	F	27,775	$8.44	D	86,400	D
Common Stock^F3	Dec 10, 2018	D	86,400	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F5,F4,F6	—	Dec 10, 2018	D	10,938	D	—	—	Common Stock	10,938	D
Restricted Stock Units^F7,F4,F8	—	Dec 10, 2018	D	10,938	D	—	—	Common Stock	10,938	D
Restricted Stock Units^F9,F4,F10	—	Dec 10, 2018	D	17,188	D	—	—	Common Stock	17,188	D
Restricted Stock Units^{F1,F11,F4,F12}	—	Dec 10, 2018	D	37,500	D	—	—	Common Stock	37,500	D
Restricted Stock Units^F13,F4,F14	—	Dec 10, 2018	D	3,750	D	—	—	Common Stock	3,750	D

Explanation of responses

F1Represents 37,500 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. Fernicola was granted 25,000 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 Letter Agreement, the vesting of 37,500 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. Fernicola was issued a grant of up to 37,500 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 3,750 RSUs granted on August 1, 2018 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.
F14On August 1, 2018, Mr. Fernicola was granted 15,000 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.
F2Withholding of 27,803 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 Mr. Fernicola's letter agreement with Lumentum, dated July 17, 2018 (the "Letter Agreement"), the vesting of 10,938 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. Fernicola was granted 25,000 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 Letter Agreement, the vesting of 10,938 PSUs that were 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. Fernicola was granted 25,000 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 Letter Agreement, the vesting of 17,188 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.