4//SEC Filing
Cocchi Craig 4
Accession 0001214659-18-007622
CIK 0001110647other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 5:05 PM ET
Size
17.9 KB
Accession
0001214659-18-007622
Insider Transaction Report
Form 4
OCLARO, INC.OCLR
Cocchi Craig
Chief Operating Officer
Transactions
- Disposition to Issuer
Common Stock
2018-12-10−155,592→ 0 total - Disposition to Issuer
Restricted Stock Units
2018-12-10−120,000→ 0 total→ Common Stock (120,000 underlying) - Award
Common Stock
2018-12-06+120,000→ 273,154 total - Disposition to Issuer
Restricted Stock Units
2018-12-10−10,000→ 0 total→ Common Stock (10,000 underlying) - Tax Payment
Common Stock
2018-12-06$8.44/sh−117,562$992,223→ 155,592 total - Disposition to Issuer
Restricted Stock Units
2018-12-10−81,250→ 0 total→ Common Stock (89,375 underlying)
Footnotes (10)
- [F1]Represents 120,000 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, 2018, Mr. Cocchi was issued a grant of up to 120,000 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.
- [F2]Withholding of 116,320 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 the Merger Agreement, the vesting of 81,250 Oclaro restricted stock units ("RSUs") granted on May 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.
- [F6]On May 10, 2017, Mr. Cocchi was granted 130,000 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 award agreement and the Merger Agreement, the vesting of 10,000 RSUs granted on August 1, 2018 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agrement, such RSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
- [F8]On August 1, 2018, Mr. Cocchi was granted 40,000 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.
- [F9]Pursuant to the terms of the Merger Agreement, the vesting of 120,000 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.
Documents
Issuer
OCLARO, INC.
CIK 0001110647
Entity typeother
Related Parties
1- filerCIK 0001649799
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 5:05 PM ET
- Size
- 17.9 KB