Sec Form 4 Filing - Scheer Adam Louis Abraham @ MRV COMMUNICATIONS INC - 2017-08-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Scheer Adam Louis Abraham
2. Issuer Name and Ticker or Trading Symbol
MRV COMMUNICATIONS INC [ MRVC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O MRV COMMUNICATIONS, INC, 20520 NORDHOFF STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2017
(Street)
CHATSWORTH, CA91311
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/14/2017 D 13,500 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Option (Right to Buy) $ 13.4 08/14/2017 D 20,000 ( 2 ) ( 2 ) Common Stock 20,000 $ 0 0 D
Non Qualified Stock Option (Right to Buy) $ 10.95 08/14/2017 D 15,000 ( 2 ) ( 2 ) Common Stock 15,000 $ 0 0 D
Non Qualified Stock Option (Right to Buy) $ 8.9 08/14/2017 D 80,000 ( 2 ) ( 2 ) Common Stock 80,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scheer Adam Louis Abraham
C/O MRV COMMUNICATIONS, INC
20520 NORDHOFF STREET
CHATSWORTH, CA91311
Chief Operating Officer
Signatures
/s/ Adam Scheer 08/15/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Outstanding 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).
( 2 )Outstanding 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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