Harold L Covert Form 4 Lumentum / HAROLD L COVERT 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^*

COVERT HAROLD L

(Last) (First) (Middle)

C/O LUMENTUM

400 NORTH MCCARTHY BLVD

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lumentum Holdings Inc. [ LITE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2015

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

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
Employee Stock Option (right to buy)	$24.4	08/07/2015		J(1)	V	204		(1)	11/16/2015	Common Stock	204	$0	204	D
Employee Stock Option (right to buy)	$24.4	08/07/2015		J(1)	V	682		(1)	11/16/2015	Common Stock	682	$0	682	D
Restricted Stock Units	$0	08/07/2015		J(2)	V	2,579		(2)	(3)	Common Stock	2,579	$0	2,579	D
Restricted Stock Units	$0	08/07/2015		J(2)	V	3,849		(2)	(3)	Common Stock	3,849	$0	3,849	D
Restricted Stock Units	$0	08/07/2015		J(2)	V	6,167		(2)	(3)	Common Stock	6,167	$0	6,167	D

Explanation of Responses:

1. In connection with the spin-off of the Issuer from JDS Uniphase Corporation ("JDSU") on August 1, 2015 (the "Spin-Off"), each outstanding JDSU stock option was converted into an award of options to purchase shares of the Issuer's common stock pursuant to the terms of the employee matters agreement between JDSU and the Issuer. The number of shares and exercise prices of each option award was adjusted in a manner intended to preserve the economic value of the original JDSU stock option prior to the Spin-Off.

2. In connection with the spin-off of the Issuer from JDS Uniphase Corporation ("JDSU") on August 1, 2015 (the "Spin-Off"), each outstanding JDSU RSU award was converted into a RSU award denominated in shares of the Issuer's common stock pursuant to the terms of the employee matters agreement between JDSU and the Issuer. The number of underlying shares was adjusted in a manner intended to preserve the economic value of the original JDSU RSU award prior to the Spin-Off. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock.

3. Restricted Stock Units have no expiration date.

	/s/ Judy G Hamel as Attorney-in-Fact	08/11/2015
	** 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).
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