| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FINISAR CORP [ FNSR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/24/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 09/26/2019 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 128,290 | D | $23.8(1)(2) | 105,181 | D | |||
| Common Stock | 09/24/2019 | D | 105,181 | D | $23.8(1)(2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | $0.0 | 09/24/2019 | D | 15,752 | 08/05/2018 | 05/06/2022 | Common Stock | 15,752 | $23.87(3) | 45,833 | D | ||||
| Performance Restricted Stock Unit | $0.0 | 09/24/2019 | E | 45,833 | 08/05/2018 | 05/06/2022 | Common Stock | 45,833 | $0 | 0 | D | ||||
| 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 128,290 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. |
| 2. The remaining 105,181 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, in connection with the termination of the reporting person's employment with the issuer upon the closing of the Merger, were accelerated and converted into the right (subject, however, to the reporting person's delivery and non-revocation of a general release of claims) to receive 0.2218 shares of II-VI common stock and $15.60 in cash for each RSU. The closing price of II-VI's common stock on September 23, 2019 was $36.975 per share. |
| 3. 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. |
| Remarks: |
| /s/ Christopher Brown as Attorney-in-fact for | 09/26/2019 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
