Adam Louis Abraham Scheer Form 3 MRV COMMUNICATIONS / Adam Louis Abraham Scheer ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Scheer Adam Louis Abraham

(Last) (First) (Middle)

C/O MRV COMMUNICATIONS, INC.

20520 NORDHOFF STREET

(Street)

CHATSWORTH CA 91311

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,500(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non Qualified Stock Option (Right to Buy)	(2)	10/15/2025	Common Stock	20,000	13.4	D
Non Qualified Stock Option (Right to Buy)	(3)	06/01/2026	Common Stock	15,000	10.95	D

Explanation of Responses:

1. Consists of (i) 7,500 shares of restricted stock vesting in three equal annual installments commencing on October 15, 2016, and (ii) 6,000 shares of restricted stock vesting in three equal annual installments commencing on June 1, 2017.

2. This stock option grant vests in three equal annual installments commencing on October 15, 2016.

3. This stock option grant vests in three equal annual installments commencing on June 1, 2017.

Remarks:

	/s/ Adam Scheer	12/29/2016
	** 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 5 (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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