Diefenderfer Jeannie Form 4 MRV COMMUNICATIONS / Jeannie Diefenderfer 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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X

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^*

Diefenderfer Jeannie

(Last) (First) (Middle)

C/O MRV COMMUNICATIONS, INC

20520 NORDHOFF STREET

(Street)

CHATSWORTH CA 91311

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MRV COMMUNICATIONS INC [ MRVC ]

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)
08/14/2017

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	08/14/2017		D		9,870	D	(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 (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
Non Qualified Stock Option (Right to Buy)	$9.72	08/14/2017		D			4,975	(2)	(2)	Common Stock	4,975	$0	0	D
Non Qualified Stock Option (Right to Buy)	$9.63	08/14/2017		D			6,212	(2)	(2)	Common Stock	6,212	$0	0	D
Non Qualified Stock Option (Right to Buy)	$10.95	08/14/2017		D			5,347	(2)	(2)	Common Stock	5,347	$0	0	D
Non-Qualified Stock Option (Right to Buy)	$8.9	08/14/2017		D			6,245	(2)	(2)	Common Stock	6,245	$0	0	D

Explanation of Responses:

1. Outstanding shares of the common stock of the Issuer were converted into the right to receive $10.00 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement (as defined below).

2. Outstanding stock options of the Issuer were cancelled and converted into the right to receive the Merger Consideration (less the applicable exercise price) in accordance with the Merger Agreement. If the applicable exercise price per share under any such options was equal to or greater than the Merger Consideration, such options were canceled immediately without any payment or other consideration being made or owed in respect thereof.

Remarks:

This Form 4 reports securities disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 2, 2017, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on July 3, 2017, and by which the Issuer became a wholly-owned subsidiary of ADVA NA Holdings, Inc.

	/s/ Jeannie Diefenderfer	08/15/2017
	** 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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