SEC Form 4 · accession 0001214659-18-007621

OCLARO, INC. · OCLR

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

Reporting owner

Walter Jankovic

Officer — Pres., Optical Connectivity

Period of report

Dec 6, 2018

Accepted (ET)

Dec 10, 2018 · 5:01 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	Dec 6, 2018	F	21,613	$8.44	D	228,387	D
Common Stock^F2	Dec 10, 2018	D	228,387	—	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^F4,F3,F5	—	Dec 10, 2018	D	22,500	D	—	—	Common Stock	22,500	D
Restricted Stock Units^F6,F3,F7	—	Dec 10, 2018	D	40,000	D	—	—	Common Stock	40,000	D
Restricted Stock Units^F8,F3,F5	—	Dec 10, 2018	D	67,500	D	—	—	Common Stock	67,500	D
Restricted Stock Units^F9,F3,F7	—	Dec 10, 2018	D	120,000	D	—	—	Common Stock	120,000	D

Explanation of responses

F1Withholding of 21,613 shares to satisfy tax obligations arising in connection with the non-reportable vesting of equity awards.
F2Pursuant to the Agreement and Plan of Merger, dated March 11, 2018 (the "Merger Agreement"), Lumentum Holdings Inc. ("Lumentum") acquired Oclaro, Inc. ("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").
F3Each restricted stock unit represents a contingent right to receive one share of Oclaro common stock.
F4Pursuant to the terms of Mr. Jankovic's letter agreement with Lumentum, dated July 3, 2018 (the "Letter Agreement"), the vesting of 22,500 Oclaro restricted stock units ("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.
F5On August 1, 2018, Mr. Jankovic 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.
F6Pursuant to the terms of the Letter Agreement, the vesting of 40,000 RSUs granted on February 12, 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.
F7On February 12, 10, 2018, Mr. Jankovic was granted 160,000 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.
F8Pursuant 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.
F9Pursuant to the terms of the Merger Agreement, 120,000 RSUs granted on February 12, 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 23,196 shares of Lumentum common stock.

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