SEC Form 4 · accession 0001214659-18-007616

OCLARO, INC. · OCLR

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

Reporting owner

Joel A Smith III

Director

Period of report

Dec 10, 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 Stock^F1	Dec 10, 2018	D	229,691	—	D	0	D
Common Stock^F1	Dec 10, 2018	D	86	—	D	0	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (Right to Buy)^F2	$5.80	Dec 10, 2018	D	8,000	D	—	Oct 21, 2019	Common Stock	8,000	D
Stock Options (Right to Buy)^F3	$3.54	Dec 10, 2018	D	14,881	D	—	Oct 26, 2021	Common Stock	14,881	D
Stock Options (Right to Buy)^F4	$3.10	Dec 10, 2018	D	3,334	D	—	May 13, 2019	Common Stock	3,334	D

Explanation of responses

F1Pursuant to 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, 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").
F2Pursuant to the terms of the Merger Agreement, Mr. Smith's 8,000 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) (the "Option Consideration").
F3Pursuant to the terms of the Merger Agreement, Mr. Smith's 14,881 vested Oclaro stock options that were outstanding as of the Effective Time were cancelled and terminated and converted into the right to receive the Option Consideration.
F4Pursuant to the terms of the Merger Agreement, Mr. Smith's 3,334 vested Oclaro stock options that were outstanding as of the Effective Time were cancelled and terminated and converted into the right to receive the Option Consideration.

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.