COLLINS EDWARD B 4
4 · OCLARO, INC. · Filed Dec 10, 2018
Insider Transaction Report
Form 4
OCLARO, INC.OCLR
COLLINS EDWARD B
Director
Transactions
- Disposition to Issuer
Common Stock
2018-12-10−70,000→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2018-12-10−77,731→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2018-12-10−169,333→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2018-12-10−8,000→ 0 totalExercise: $3.54Exp: 2019-10-21→ Common Stock (8,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2018-12-10−14,881→ 0 totalExercise: $5.80Exp: 2021-10-26→ Common Stock (14,881 underlying)
Footnotes (4)
- [F1]Pursuant to Agreement and Plan of Merger, dated March 11, 2018 (the "Merger Agreement"), Lumentum Holdings Inc. ("Lumentum") acquired Oclaro, Inc. ("Oclaro") in a merger transaction (the "Merger") which became effective on December 10, 2018. At the effective time of the Merger, 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").
- [F2]As a trustee of The Edward Collins Revocable Trust.
- [F3]Pursuant to the terms of the Merger Agreement, Mr. Collins's 8,000 vested Oclaro stock options that were outstanding as of the Effective Date were cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Option Share (as defined in the Merger Agreement) covered by such cancelled options; provided that, in lieu of the Merger Consideration, any fractional Net Option Share (after aggregating all shares represented by all such cancelled options) was settled in cash based on the Cash Equivalent Consideration (as defined in the Merger Agreement) (the "Option Consideration").
- [F4]Pursuant to the terms of the Merger Agreement, Mr. Collins's 14,881 vested Oclaro stock options that were outstanding as of the Effective Time were cancelled and terminated and converted into the right to receive the Option Consideration.