SEC Form 4 · accession 0001437749-15-015565
Lumentum Holdings Inc. · LITE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan S Lowe
Officer — CEO and President · Director
Period of report
Aug 7, 2015
Accepted (ET)
Aug 11, 2015 · 8:53 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy) | $10.75 | Aug 7, 2015 | J | 20,016 | A | Aug 7, 2015 | Aug 15, 2017 | Common Stock | 20,016 | 20,016 | D |
| Employee Stock Option (right to buy) | $10.75 | Aug 7, 2015 | J | 10,008 | A | Aug 7, 2015 | Aug 15, 2017 | Common Stock | 10,008 | 10,008 | D |
| Employee Stock Option (right to buy) | $18.81 | Aug 7, 2015 | J | 19,788 | A | Aug 7, 2015 | Aug 15, 2018 | Common Stock | 19,788 | 19,788 | D |
| Employee Stock Option (right to buy) | $18.81 | Aug 7, 2015 | J | 39,577 | A | Aug 7, 2015 | Aug 15, 2018 | Common Stock | 39,577 | 39,577 | D |
| Performance Stock UnitF4,F3 | $0.00 | Aug 7, 2015 | J | 11,828 | A | — | — | Common Stock | 11,828 | 11,828 | D |
| Performance Stock UnitsF5,F3 | $0.00 | Aug 7, 2015 | J | 27,295 | A | — | — | Common Stock | 27,295 | 27,295 | D |
| Performance Stock UnitsF6,F3 | $0.00 | Aug 7, 2015 | J | 36,393 | A | — | — | Common Stock | 36,393 | 36,393 | D |
| Restricted Stock UnitsF2,F3 | $0.00 | Aug 7, 2015 | J | 2,971 | A | — | — | Common Stock | 2,971 | 2,971 | D |
| Rectricted Stock UnitsF2,F3 | $0.00 | Aug 7, 2015 | J | 13,715 | A | — | — | Common Stock | 13,715 | 13,715 | D |
| Restricted Stock UnitsF2,F3 | $0.00 | Aug 7, 2015 | J | 27,295 | A | — | — | Common Stock | 27,295 | 27,295 | 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 stock option was converted into an award of options to purchase shares of the Issuer's common stock pursuant to the terms of the employee matters agreement between JDSU and the Issuer. The number of shares and exercise prices of each option award was adjusted in a manner intended to preserve the economic value of the original JDSU stock option prior to the Spin-Off.
- F2In 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.
- F3Restricted Stock Units have no expiration date.
- F4The number of 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 actual number of shares that vest will be determined by the Compensation Committee after the end of the measurement period. The vesting date will be September 15, 2015. Each earned unit converts into one share of common stock on the vesting date.
- F5Fifty 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.
- F6One third 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, 2016. The remaining two thirds 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 50% of the RSUs vesting on September 15, 2016 and 50% of the RSUs vesting on September 15, 2017. The RSU holder is eligible to earn up to 150% of the target amount based on certain levels of achievement in excess of the revenue target. 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.