Le Maitre Yves 4

Accession 0001214659-18-007612

CIK 0001110647other

View on SEC.gov Company Profile

Filed

Dec 9, 7:00 PM ET

Accepted

Dec 10, 5:00 PM ET

Size

36.0 KB

Accession

0001214659-18-007612

Insider Transaction Report

Form 4

Period: 2018-12-06

OCLARO, INC.OCLR

Le Maitre Yves

Exec. Vice President APS

Transactions

Disposition to Issuer
Restricted Stock Units
2018-12-10−9,843→ 0 total
→ Common Stock (9,843 underlying)
Disposition to Issuer
Restricted Stock Units
2018-12-10−13,750→ 0 total
→ Common Stock (13,750 underlying)
Disposition to Issuer
Restricted Stock Units
2018-12-10−22,500→ 0 total
→ Common Stock (22,500 underlying)
Disposition to Issuer
Restricted Stock Units
2018-12-10−29,532→ 0 total
→ Common Stock (29,532 underlying)
Disposition to Issuer
Restricted Stock Units
2018-12-10−90,000→ 0 total
→ Common Stock (90,000 underlying)
Award
Common Stock
2018-12-06+30,000→ 388,952 total
Disposition to Issuer
Restricted Stock Units
2018-12-10−9,844→ 0 total
→ Common Stock (9,844 underlying)
Disposition to Issuer
Restricted Stock Units
2018-12-10−30,000→ 0 total
→ Common Stock (30,000 underlying)
Disposition to Issuer
Restricted Stock Units
2018-12-10−29,532→ 0 total
→ Common Stock (29,532 underlying)
Tax Payment
Common Stock
2018-12-06$8.44/sh−41,917$353,779→ 347,035 total
Disposition to Issuer
Common Stock
2018-12-10−347,035→ 0 total
Disposition to Issuer
Restricted Stock Units
2018-12-10−41,250→ 0 total
→ Common Stock (41,250 underlying)
Disposition to Issuer
Restricted Stock Units
2018-12-10−67,500→ 0 total
→ Common Stock (67,500 underlying)

Footnotes (19)

[F1]Represents 30,000 Oclaro, Inc. ("Oclaro") performance-based restricted stock units (the "PSUs") granted on August 10, 2017 that vested in full at the Effective Time (as defined below). On March 11, 2018, the Compensation Committee of Oclaro determined that, contingent upon the occurrence of the Effective Time, the underlying performance milestones for such PSUs would be deemed achieved based on the maximum level of achievement (150% of target), with vesting continuing through August 2020.
[F10]On August 10, 2017, Mr. LeMaitre was granted 80,000 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.
[F11]Pursuant to the terms of the Letter Agreement, the vesting of 30,000 PSUs granted on August 10, 2017 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such PSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
[F12]On August 10, 2017, Mr. LeMaitre was issued a grant of up to 90,000 PSUs, vesting 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.
[F13]Pursuant to the terms of the Letter Agreement, the vesting of 22,500 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.
[F14]On August 1, 2018, Mr. LeMaitre 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.
[F15]Pursuant to the terms of the Merger Agreement, 29,532 RSUs granted on August 10, 2016 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 5,708 shares of Lumentum common stock.
[F16]Pursuant to the terms of the Merger Agreement, 29,532 PSUs granted on August 10, 2016 (for which the performance criteria was previously achieved) that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 5,708 shares of Lumentum common stock.
[F17]Pursuant to the terms of the Merger Agreement, 41,250 RSUs granted on August 10, 2017 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 7,973 shares of Lumentum common stock.
[F18]Pursuant to the terms of the Merger Agreement, 90,000 PSUs granted on August 10, 2017 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 17,397 shares of Lumentum common stock.
[F19]Pursuant to the terms of the Merger Agreement, 67,500 RSUs granted on August 10, 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.
[F2]Withholding of 41,860 shares to satisfy tax obligations arising in connection with the non-reportable vesting of equity awards.
[F3]Pursuant to the Agreement and Plan of Merger, dated March 11, 2018 (the "Merger Agreement"), Lumentum Holdings Inc. ("Lumentum") acquired 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")
[F4]Each restricted stock unit represents a contingent right to receive one share of Oclaro common stock.
[F5]Pursuant to the terms of Mr. LeMaitre's letter agreement with Lumentum, dated July 27, 2018 (the "Letter Agreement"), the vesting of 9,844 Oclaro restricted stock units ("RSUs") granted on August 10, 2016 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.
[F6]On August 10, 2016, Mr. LeMaitre was granted 90,000 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.
[F7]Pursuant to the terms of the Letter Agreement, the vesting of 9,843 PSUs granted on August 10, 2016 (for which the performance criteria was previously achieved) was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such PSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
[F8]On August 10, 2016, Mr. LeMaitre was granted 90,000 PSUs, 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.
[F9]Pursuant to the terms of the Letter Agreement, the vesting of 13,750 RSUs granted on August 10, 2017 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.

Documents

1 file

4
marketforms-43201.xmlPrimary
PRIMARY DOCUMENT

Issuer

OCLARO, INC.

CIK 0001110647

→

Entity typeother

Related Parties

filerCIK 0001334769

Filing Metadata

Form type: 4
Filed: Dec 9, 7:00 PM ET
Accepted: Dec 10, 5:00 PM ET
Size: 36.0 KB

View on SEC.gov