SEC Form 4 · accession 0000887969-17-000067
MRV COMMUNICATIONS INC · MRVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Bonney
Officer — President & CEO · Director
Period of report
Aug 14, 2017
Accepted (ET)
Aug 15, 2017 · 5:12 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 StockF1 | Aug 14, 2017 | D | 64,996 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non Qualified Stock Option (Right to Buy)F2 | $9.10 | Aug 14, 2017 | D | 6,203 | D | — | — | Common Stock | 6,203 | 0 | D |
| Non Qualified Stock Option (Right to Buy)F2 | $13.32 | Aug 14, 2017 | D | 4,472 | D | — | — | Common Stock | 4,472 | 0 | D |
| Non Qualified Stock Option (Right to Buy)F2 | $13.46 | Aug 14, 2017 | D | 13,487 | D | — | — | Common Stock | 13,487 | 0 | D |
| Non Qualified Stock Option (Right to Buy)F2 | $9.63 | Aug 14, 2017 | D | 65,000 | D | — | — | Common Stock | 65,000 | 0 | D |
| Non Qualified Stock Option (Right to Buy)F2 | $10.95 | Aug 14, 2017 | D | 60,000 | D | — | — | Common Stock | 60,000 | 0 | D |
| Non Qualified Stock Option (Right to Buy)F2 | $8.90 | Aug 14, 2017 | D | 100,000 | D | — | — | Common Stock | 100,000 | 0 | 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.