SEC Form 4 · accession 0001437749-15-015563
Lumentum Holdings Inc. · LITE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Reinhardt
Officer — SVP, Sales
Period of report
Aug 7, 2015
Accepted (ET)
Aug 11, 2015 · 8:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001633978
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF4,F2 | $0.00 | Aug 7, 2015 | J | 6,823 | A | — | — | Common Stock | 6,823 | 6,823 | D |
| Performance Stock UnitsF4,F2 | $0.00 | Aug 7, 2015 | J | 9,098 | A | — | — | Common Stock | 9,098 | 9,098 | D |
| Restricted Stock UnitsF1,F3 | $0.00 | Aug 7, 2015 | J | 1,371 | A | — | — | Common Stock | 1,371 | 1,371 | D |
| Restricted Stock UnitsF1,F3 | $0.00 | Aug 7, 2015 | J | 2,729 | A | — | — | Common Stock | 2,729 | 2,729 | D |
| Restricted Stock UnitsF1,F3 | $0.00 | Aug 7, 2015 | J | 4,571 | A | — | — | Common Stock | 4,571 | 4,571 | D |
Explanation of responses
- F1In connection with the spin-off of the Issuer from JDS Uniphase Corporation ("JDSU") on August 1, 2015 (the "Spin-Off"), each outstanding JDSU RSU award was converted into a RSU award denominated in shares of the Issuer's common stock pursuant to the terms of the employee matters agreement between JDSU and the Issuer. The number of underlying shares was adjusted in a manner intended to preserve the economic value of the original JDSU RSU award prior to the Spin-Off. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock.
- F2Performance Stock Units have no expiration date.
- F3Restricted Stock Units have no expiration date.
- F4Fifty percent (50%) of the RSUs that vest will be based on JDS Uniphase's total stockholder return ("TSR") relative to the performance of those companies in the NASDAQ Telecommunications Index (the "NASDAQ Telecom Index") measured over a sixty (60) day period ending on July 31, 2015. The vesting date will be September 15, 2015. The remaining fifty percent (50%) of the RSUs that vest will be based on the Company's performance in fiscal year 2016 relative to a revenue target set by the Compensation Committee, with the RSU holder being eligible to earn up to 150% of the target amount based on certain levels of achievement in excess of the revenue target. The vesting date will be September 15, 2016. The number of RSUs disclosed in this Form 4 reflects 150% of the target amount for the RSUs based on performance relative to a revenue target, or the maximum number of shares that will vest if the full performance criteria is met.