SEC Form 4 · accession 0001214659-18-007613
OCLARO, INC. · OCLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Gordon Beck Mason
Officer — President, IPB
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 | 15,000 | $0.00 | A | 243,907 | D | |
| Common Stock | Dec 6, 2018 | F | 24,052 | $8.44 | D | 219,855 | D | |
| Common StockF3 | Dec 10, 2018 | D | 219,855 | — | 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 | 5,469 | D | — | — | Common Stock | 5,469 | 0 | D |
| Restricted Stock UnitsF7,F4,F8 | — | Dec 10, 2018 | D | 5,468 | D | — | — | Common Stock | 5,468 | 0 | D |
| Restricted Stock UnitsF9,F4,F10 | — | Dec 10, 2018 | D | 6,875 | D | — | — | Common Stock | 6,875 | 0 | D |
| Restricted Stock UnitsF1,F11,F4,F12 | — | Dec 10, 2018 | D | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Restricted Stock UnitsF13,F4,F14 | — | Dec 10, 2018 | D | 22,500 | D | — | — | Common Stock | 22,500 | 0 | D |
| Restricted Stock UnitsF15,F4,F16 | — | Dec 10, 2018 | D | 1,875 | D | — | — | Common Stock | 1,875 | 0 | D |
| Restricted Stock UnitsF17,F4,F6 | — | Dec 10, 2018 | D | 16,407 | D | — | — | Common Stock | 16,407 | 0 | D |
| Restricted Stock UnitsF18,F4,F8 | — | Dec 10, 2018 | D | 16,407 | D | — | — | Common Stock | 16,407 | 0 | D |
| Restricted Stock UnitsF19,F4,F10 | — | Dec 10, 2018 | D | 20,625 | D | — | — | Common Stock | 20,625 | 0 | D |
| Restricted Stock UnitsF1,F20,F4,F12 | — | Dec 10, 2018 | D | 45,000 | D | — | — | Common Stock | 45,000 | 0 | D |
| Restricted Stock UnitsF21,F4,F14 | — | Dec 10, 2018 | D | 67,500 | D | — | — | Common Stock | 67,500 | 0 | D |
| Restricted Stock UnitsF22,F4,F16 | — | Dec 10, 2018 | D | 5,625 | D | — | — | Common Stock | 5,625 | 0 | D |
Explanation of responses
- F1Represents 15,000 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. Mason 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 Letter Agreement, the vesting of 15,000 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. Mason 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 Letter Agreement, the vesting of 22,500 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. Mason was granted 90,000 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 Letter Agreement, the vesting of 1,875 RSUs granted on February 10, 2015 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.
- F16On February 10, 2015, Mr. Mason was granted 120,000 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.
- F17Pursuant to the terms of the Merger Agreement, 16,407 RSUs granted on August 10, 2016 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 3,171 shares of Lumentum common stock.
- F18Pursuant to the terms of the Merger Agreement, 16,407 PSUs granted on August 10, 2016 (for which the performance criteria was previously achieved) that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 3,171 shares of Lumentum common stock.
- F19Pursuant to the terms of the Merger Agreement, 20,625 RSUs granted on August 10, 2017 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 3,986 shares of Lumentum common stock.
- F2Withholding of 23,701 shares to satisfy tax obligations arising in connection with the non-reportable vesting of equity awards.
- F20Pursuant to the terms of the Merger Agreement, 45,000 PSUs granted on August 10, 2017 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 8,698 shares of Lumentum common stock.
- F21Pursuant to the terms of the Merger Agreement, 67,500 RSUs granted on August 1, 2018 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 13,047 shares of Lumentum common stock.
- F22Pursuant to the terms of the Merger Agreement, 5,625 RSUs granted on February 10, 2015 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 1,087 shares of Lumentum common stock.
- 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. Mason's letter agreement with Lumentum, dated July 3, 2018 (the "Letter Agreement"), the vesting of 5,469 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. Mason was granted 50,000 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 5,468 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. Mason was granted 50,000 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 6,875 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.