SEC Form 4 · accession 0001214659-18-007617
OCLARO, INC. · OCLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Denise H Haylor
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 StockF1,F2 | Dec 10, 2018 | D | 38,785 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F16,673 of these securities were restricted shares of Oclaro, Inc. ("Oclaro") common stock subject to outstanding awards. All outstanding Oclaro restricted stock awards held by non-employee directors of Oclaro vested in full at the effective time of the Merger (as defined below) in accordance with their terms and conditions. In accordance with the Merger Agreement (as defined below), these restricted stock awards were converted into the right to receive the Merger Consideration (as defined below) in respect of each Oclaro share underlying such award.
- F2Pursuant 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").
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.