Sec Form 13G Filing - Rickman Andrew George filing for OCLARO INC. (OCLR) - 2005-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  09856E 10 5

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Rickman 1998 Accumulation and Maintenance Settlement Trust

None

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
England

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

6.

Shared Voting Power 
842,131 shares

7.

Sole Dispositive Power 
0 shares

8.

Shared Dispositive Power
842,131 shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
842,131 shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
2.51%

12.

Type of Reporting Person (See Instructions)
OO

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Andrew G. Rickman

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,758,036 shares

6.

Shared Voting Power 
842,131 shares (1)

7.

Sole Dispositive Power 
1,758,036 shares

8.

Shared Dispositive Power
842,131 shares (1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,614,250 shares (Consists of the following: (a) 1,758,036 shares of Common Stock held by Dr. Rickman, (b) 842,131 shares of Common Stock held by Rickman 1998 Accumulation and Maintenance Settlement Trust, of which Dr. Rickman is a trustee, and (c) 14,083 shares of Common Stock which Dr. Rickman has the right to acquire within 60 days of December 31, 2004 upon the exercise of options).

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.79%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Bookham, Inc.

(b)

Address of Issuer’s Principal Executive Offices
2584 Junction Avenue, San Jose, California 95134

Item 2.

(a)

Name of Person Filing
Pursuant to Rule 13d-5(b)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby file this Schedule 13G Statement on behalf of Rickman 1998 Accumulation and Maintenance Settlement Trust, an English trust and Andrew G. Rickman.  Such person and entities are sometimes hereinafter referred to as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.

(b)

Address of Principal Business Office or, if none, Residence
2584 Junction Avenue, San Jose, California 95134
Attention: Andrew G. Rickman

(c)

Citizenship
See cover pages hereto.

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share

(e)

CUSIP Number
09856E 10 5

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Inapplicable

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

I

Rickman 1998 Accumulation and Maintenance Settlement Trust:

(a)

Amount beneficially owned:
842,131

(b)

Percent of class:
2.51%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote
0

(ii)

Shared power to vote or to direct the vote
842,131

(iii)

Sole power to dispose or to direct the disposition of
0

(iv)

Shared power to dispose or to direct the disposition of
842,131

II

Andrew G. Rickman:

(a)

Amount beneficially owned:
Amount beneficially owned consists of the following: (a) 1,758,036 shares of Common Stock held by Dr. Rickman, (b) 842,131 shares of Common Stock held by Rickman 1998 Accumulation and Maintenance Settlement Trust, of which Dr. Rickman is a trustee, and (c) 14,083 shares of Common Stock which Dr. Rickman has the right to acquire within 60 days of December 31, 2004 upon the exercise of options.

(b)

Percent of class:
7.79%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote
1,758,036

(ii)

Shared power to vote or to direct the vote
842,131

(iii)

Sole power to dispose or to direct the disposition of
1,758,036

(iv)

Shared power to dispose or to direct the disposition of
842,131

Item 5.

Ownership of Five Percent or Less of a Class

Inapplicable

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Inapplicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Inapplicable

Item 8.

Identification and Classification of Members of the Group

Inapplicable

Item 9.

Notice of Dissolution of Group

Inapplicable

Item 10.

Certification

Inapplicable

February 14, 2005

Date

Rickman 1998 Accumulation and Maintenance
Settlement Trust

By:

/s/ Andrew G. Rickman

Its:

Trustee

Andrew G. Rickman

By:

/s/ Andrew G. Rickman

Andrew G. Rickman

Dated: February 14, 2005

Rickman 1998 Accumulation and Maintenance
Settlement Trust

By:

/s/ Andrew G. Rickman

Its:

Trustee

Andrew G. Rickman

By:

/s/ Andrew G. Rickman

Andrew G. Rickman