Sec Form 4 Filing - Eng Julie Sheridan @ FINISAR CORP - 2019-09-24

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 Eng Julie Sheridan 2. Issuer Name and Ticker or Trading Symbol FINISAR CORP [ FNSR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and GM, 3D Sensing (Last) (First) (Middle) 1389 MOFFETT PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2019 (Street) SUNNYVALE, CA94089-1133 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 09/24/2019 D 21,239 D $ 23.8 ( 1 ) 71,982 D Common Stock 09/24/2019 D 71,982 D $ 0 ( 1 ) 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 Performance Restricted Stock Unit $ 0 09/24/2019 D 11,972 08/05/2018 05/06/2022 Common Stock 11,972 $ 23.87 ( 2 ) 34,833 D Performance Restricted Stock Unit $ 0 09/24/2019 E 34,833 08/05/2018 05/06/2022 Common Stock 34,833 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eng Julie Sheridan 1389 MOFFETT PARK DRIVE SUNNYVALE, CA94089-1133 EVP and GM, 3D Sensing Signatures /s/ Christopher Brown as Attorney-in-fact for 09/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were disposed of pursuant to the Agreement and Plan of Merger by and among II-VI Incorporated ("II-VI"), Mutation Merger Sub Inc., and Finisar Corporation, dated as of November 8, 2018 (the "Merger Agreement"), whereby 21,239 of such shares were automatically cancelled and converted into the right to receive, for each such share, 0.2218 shares of II-VI common stock and $15.60 in cash. The remaining 71,982 of such shares consisted of unvested restricted stock units ("RSUs") granted by the issuer (each of which represented the right to receive a share of the issuer's common stock upon vesting of the unit) that were assumed by II-VI and converted into 43,835 RSUs that are payable upon vesting in shares of II-VI common stock. ( 2 )Each performance stock unit ("PSU") represented the right to receive, upon satisfaction of the performance goals applicable to the unit, one share of the issuer's common stock. Pursuant to the Merger Agreement, each of these PSUs was automatically cancelled and converted into the right to receive 0.2146 shares of II-VI common stock and $15.94 in cash.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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