Oclaro Form 4 OCLARO / Maitre Yves Le ownership change

SEC Form 4

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^*

Le Maitre Yves

(Last) (First) (Middle)

225 CHARCOT AVENUE

(Street)

SAN JOSE CA 95131

(City) (State) (Zip)

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)
Pres., Optical Connect. Bus.

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/10/2017		M(1)		20,000	A	$4.33	426,468	D
Common Stock	02/10/2017		M(1)		25,876	A	$3.5	452,344	D
Common Stock	02/10/2017		M(1)		7,876	A	$3.1	460,220	D
Common Stock	02/10/2017		S(2)		178,723	D	$9.2768(3)	281,497	D
Common Stock	02/10/2017		S(2)		82,156	D	$9.2496(4)	199,341	D
Common Stock	02/10/2017		F(5)		11,544	D	$9.49	187,797	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 (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
Stock Options (Right to Buy)	$4.33	02/10/2017		M(1)			20,000(1)	(6)	08/15/2021	Common Stock	20,000	$0	0	D
Stock Options (Right to Buy)	$3.5	02/10/2017		M(1)			25,876(1)	(7)	08/15/2019	Common Stock	25,876	$0	0	D
Stock Options (Right to Buy)	$3.1	02/10/2017		M(1)			7,876(1)	(8)	05/13/2019	Common Stock	7,876	$0	0	D

Explanation of Responses:

1. Exercise of Derivative Security.

2. Sale subject to Rule 144.

3. This transaction was executed in multiple trades at prices ranging from $9.20 to $9.40. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $9.16 to $9.46. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. Withholding of 11,544 shares to satisfy tax obligations arising in connection with the non-reportable vesting of equity awards.

6. Options vest and become exercisable (a) with respect to 25% of the shares subject to the Option on the first anniversary of August 15, 2011 and (b) with respect to the remaining shares 2.083% of the shares subject to the Option should vest following each month of continuous service thereafter, for the following three years.

7. Options vest and become exercisable (a) with respect to 25% of the shares subject to the Option on the first anniversary of August 15, 2009 and (b) with respect to the remaining shares 2.083% of the shares subject to the Option should vest following each month of continuous service thereafter, for the following three years.

8. Options vest and become exercisable (a) with respect to 25% of the shares subject to the Option on the first anniversary of May 13, 2009 and (b) with respect to the remaining shares 2.083% of the shares subject to the Option should vest following each month of continuous service thereafter, for the following three years.

Remarks:

	David Teichmann, Attorney-in-Fact	02/14/2017
	** 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).
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