Sec Form 4 Filing - ADVA NA Holdings, Inc. @ MRV COMMUNICATIONS INC - 2017-08-14

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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
ADVA NA Holdings, Inc.
2. Issuer Name and Ticker or Trading Symbol
MRV COMMUNICATIONS INC [ MRVC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
5755 PEACHTREE INDUSTRIAL BLVD,
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2017
(Street)
NORCROSS, GA30092
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, par value $0.0017 ( 1 ) 08/14/2017 J( 1 ) 1,516,327 ( 1 ) A $ 10 ( 1 ) 1,000 ( 1 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADVA NA Holdings, Inc.
5755 PEACHTREE INDUSTRIAL BLVD
NORCROSS, GA30092
X
ADVA Optical Networking SE
CAMPUS MARTINSRIED
FRAUNHOFERSTRASSE 9A
MARTINSREID MUNICH, 2M82152
X
Golden Acquisition Corp
5755 PEACHTREE INDUSTRIAL BLVD
NORCROSS, GA30092
See Footnote (1)
Signatures
/s/ Ulrich Dopfer, Chief Financial Officer, ADVA Optical Networking SE 08/16/2017
Signature of Reporting Person Date
/s/ Ulrich Dopfer, Chief Financial Officer, ADVA NA Holdings, Inc. 08/16/2017
Signature of Reporting Person Date
/s/ Clark Avery, Vice President and Secretary, Golden Acquisition Corporation 08/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 14, 2017, ADVA Optical Networking SE ("Ultimate Parent") and ADVA NA Holdings, Inc. ("Parent") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of July 2, 2017, by and among MRV Communications, Inc. (the "Issuer"), Parent and Golden Acquisition Corporation ("Merger Sub") (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent and an indirect wholly-owned subsidiary of Ultimate Parent (the "Surviving Corporation") and Merger Sub ceasing to exist following the Merger. At the effective time of the Merger, the outstanding shares of common stock of Merger Sub were converted into and became shares of the Surviving Corporation.

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