Sec Form 4 Filing - Fernicola Michael H @ OCLARO, INC. - 2018-12-06

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 Fernicola Michael H 2. Issuer Name and Ticker or Trading Symbol OCLARO, INC. [ OCLR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 225 CHARCOT AVE 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2018 (Street) SAN JOSE, CA95131 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 12/06/2018 A 37,500 ( 1 ) A $ 0 ( 1 ) 114,175 D Common Stock 12/06/2018 F( 2 ) 27,775 D $ 8.44 86,400 D Common Stock 12/10/2018 D 86,400 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 Restricted Stock Units ( 4 ) 12/10/2018 D 10,938 ( 5 ) ( 6 ) Common Stock 10,938 ( 5 ) 0 D Restricted Stock Units ( 4 ) 12/10/2018 D 10,938 ( 7 ) ( 8 ) Common Stock 10,938 ( 7 ) 0 D Restricted Stock Units ( 4 ) 12/10/2018 D 17,188 ( 9 ) ( 10 ) Common Stock 17,188 ( 9 ) 0 D Restricted Stock Units ( 4 ) 12/10/2018 D 37,500 ( 1 )( 11 ) ( 12 ) Common Stock 37,500 ( 1 ) ( 11 ) 0 D Restricted Stock Units ( 4 ) 12/10/2018 D 3,750 ( 13 ) ( 14 ) Common Stock 3,750 ( 13 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fernicola Michael H 225 CHARCOT AVE SAN JOSE, CA95131 Chief Accounting Officer Signatures Mike Fernicola 12/10/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 37,500 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. ( 2 )Withholding of 27,803 shares to satisfy tax obligations arising in connection with the non-reportable vesting of equity awards. ( 3 )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"). ( 4 )Each restricted stock unit represents a contingent right to receive one share of Oclaro common stock. ( 5 )Pursuant to the terms of Mr. Fernicola's letter agreement with Lumentum, dated July 17, 2018 (the "Letter Agreement"), the vesting of 10,938 Oclaro restricted stock units ("RSUs") granted on August 10, 2016 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. ( 6 )On August 10, 2016, Mr. Fernicola was granted 25,000 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. ( 7 )Pursuant to the terms of the Letter Agreement, the vesting of 10,938 PSUs that were granted on August 10, 2016 (for which the performance criteria was previously achieved) 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. ( 8 )On August 10, 2016, Mr. Fernicola was granted 25,000 PSUs, 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. ( 9 )Pursuant to the terms of the Letter Agreement, the vesting of 17,188 RSUs granted on August 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. ( 10 )On August 10, 2017, Mr. Fernicola was granted 25,000 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. ( 11 )Pursuant to the terms of the Letter Agreement, the vesting of 37,500 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. ( 12 )On August 10, 2017, Mr. Fernicola was issued a grant of up to 37,500 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. ( 13 )Pursuant to the terms of the award agreement and the Merger Agreement, the vesting of 3,750 RSUs granted on August 1, 2018 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. ( 14 )On August 1, 2018, Mr. Fernicola was granted 15,000 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.

Remarks: This Form 4 reports securities disposed pursuant to the terms of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Oclaro's Form 8-K filed with the SEC on March 12, 2018.

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

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