Craig Cocchi Form 4 Lumentum / Craig Cocchi 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^*

Cocchi Craig

(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)

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

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 Options (right to buy)	$6.52	08/07/2015		J(1)	V	14,557		(1)	02/15/2017	Common Stock	14,557	$0	14,557	D
Employee Stock Option (right to buy)	$18.81	08/07/2015		J(1)	V	32,754		(1)	08/15/2018	Common Stock	32,754	$0	32,754	D
Employee Stock Option (right to buy)	$45.89	08/07/2015		J(1)	V	10,235		(1)	02/15/2019	Common Stock	10,235	$0	10,235	D
Employee Stock Option (right to buy)	$45.89	08/07/2015		J(1)	V	20,471		(1)	02/15/2019	Common Stock	20,471	$0	20,471	D
Performance Stock Units	$0	08/07/2015		J(4)	V	4,549		(4)	(3)	Common Stock	4,549	$0	4,549	D
Performance Stock Units	$0	08/07/2015		J(5)	V	9,098		(5)	(3)	Common Stock	9,098	$0	9,098	D
Performance Stock Units	$0	08/07/2015		J(6)	V	17,195		(6)	(3)	Common Stock	17,195	$0	17,195	D
Restricted Stock Units	$0	08/07/2015		J(2)	V	1,143		(2)	(3)	Common Stock	1,143	$0	1,143	D
Restricted Stock Units	$0	08/07/2015		J(2)	V	4,571		(2)	(3)	Common Stock	4,571	$0	4,571	D
Restricted Stock Units	$0	08/07/2015		J(2)	V	12,896		(2)	(3)	Common Stock	12,896	$0	12,896	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. Performance Stock Units have no expiration date.

4. The number of RSUs that vest will be based on JDS Uniphase's total stockholder return ("TSR") relative to the performance of those companies in the NASDAQ Telecommunications Index (the "NASDAQ Telecom Index") measured over a sixty (60) day period ending on July 31, 2015. The actual number of shares that vest will be determined by the Compensation Committee after the end of the measurement period. The vesting date will be September 15, 2015. Each earned unit converts into one share of common stock on the vesting date.

5. Fifty percent (50%) of the RSUs that vest will be based on JDS Uniphase's total stockholder return ("TSR") relative to the performance of those companies in the NASDAQ Telecommunications Index (the "NASDAQ Telecom Index") measured over a sixty (60) day period ending on July 31, 2015. The vesting date will be September 15, 2015. The remaining fifty percent (50%) of the RSUs that vest will be based on the Company's performance in fiscal year 2016 relative to a revenue target set by the Compensation Committee, with the RSU holder being eligible to earn up to 150% of the target amount based on certain levels of achievement in excess of the revenue target. The vesting date will be September 15, 2016. The number of RSUs disclosed in this Form 4 reflects 150% of the target amount for the RSUs based on performance relative to a revenue target, or the maximum number of shares that will vest if the full performance criteria is met.

6. One third of the RSUs that vest will be based on JDS Uniphase's total stockholder return ("TSR") relative to the performance of those companies in the NASDAQ Telecommunications Index (the "NASDAQ Telecom Index") measured over a sixty (60) day period ending on July 31, 2015. The vesting date will be September 15, 2016. The remaining two thirds of the RSUs that vest will be based on the Company's performance in fiscal year 2016 relative to a revenue target set by the Compensation Committee with 50% of the RSUs vesting on September 15, 2016 and 50% of the RSUs vesting on September 15, 2017. The RSU holder is eligible to earn up to 150% of the target amount based on certain levels of achievement in excess of the revenue target. The number of RSUs disclosed in this Form 4 reflects 150% of the target amount for the RSUs based on performance relative to a revenue target, or the maximum number of shares that will vest if the full performance criteria is met.

	/s/ Judy G Hamel as Attorney-in-Fact	08/11/2015
	** Signature of Reporting Person	Date
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