SEC Form 4 · accession 0000887969-17-000065

MRV COMMUNICATIONS INC · MRVC

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

Reporting owner

Robert M Pons

Director

Period of report

Aug 14, 2017

Accepted (ET)

Aug 15, 2017 · 5:06 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000887969

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Aug 14, 2017	D	31,474	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non Qualified Stock Option (Right to Buy)^F2	$16.80	Aug 14, 2017	D	1,318	D	—	—	Common Stock	1,318	D
Non Qualified Stock Option (Right to Buy)^F2	$13.60	Aug 14, 2017	D	2,551	D	—	—	Common Stock	2,551	D
Non Qualified Stock Option (Right to Buy)^F2	$9.10	Aug 14, 2017	D	6,203	D	—	—	Common Stock	6,203	D
Non Qualified Stock Option (Right to Buy)^F2	$13.32	Aug 14, 2017	D	4,472	D	—	—	Common Stock	4,472	D
Non Qualified Stock Option (Right to Buy)^F2	$9.63	Aug 14, 2017	D	6,212	D	—	—	Common Stock	6,212	D
Non Qualified Stock Option (Right to Buy)^F2	$10.95	Aug 14, 2017	D	5,347	D	—	—	Common Stock	5,347	D
Non-Qualified Stock Option (Right to Buy)^F2	$8.90	Aug 14, 2017	D	6,245	D	—	—	Common Stock	6,245	D

Explanation of responses

F1Outstanding shares of the common stock of the Issuer were converted into the right to receive $10.00 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement (as defined below).
F2Outstanding stock options of the Issuer were cancelled and converted into the right to receive the Merger Consideration (less the applicable exercise price) in accordance with the Merger Agreement. If the applicable exercise price per share under any such options was equal to or greater than the Merger Consideration, such options were canceled immediately without any payment or other consideration being made or owed in respect thereof.

Remarks

This Form 4 reports securities disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 2, 2017, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on July 3, 2017, and by which the Issuer became a wholly-owned subsidiary of ADVA NA Holdings, Inc.