Gary W Staley Form 4 VIAVI SOLUTIONS / Gary W Staley 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^*

Staley Gary W

(Last) (First) (Middle)

C/O VIAVI SOLUTIONS INC.

7047 E GREENWAY PKWY SUITE 250

(Street)

SCOTTSDALE AZ 85254

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VIAVI SOLUTIONS INC. [ VIAV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP Global Sales NSE

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2021

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	09/23/2021		M(1)		8,559	A	(1)	89,497	D
Common Stock	09/23/2021		F(2)		3,368	D	$15.69	86,129	D
Common Stock	09/23/2021		M(1)		13,025	A	(1)	99,154	D
Common Stock	09/23/2021		F(2)		5,126	D	$15.69	94,028	D
Common Stock	09/23/2021		M(1)		4,625	A	(1)	98,653	D
Common Stock	09/23/2021		F(2)		1,820	D	$15.69	96,833	D
Common Stock	09/23/2021		M(1)		10,457	A	(1)	107,290	D
Common Stock	09/23/2021		F(2)		4,115	D	$15.69	103,175	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
Market Stock Units	$0	09/23/2021		M(1)			8,559(3)	(4)	(5)	Common Stock	8,559	(1)	0	D
Market Stock Units	$0	09/23/2021		M(1)			13,025(6)	(7)	(5)	Common Stock	13,025	(1)	0	D
Market Stock Units	$0	09/23/2021		M(1)			4,625(8)	(9)	(5)	Common Stock	4,625	(1)	12,500	D
Market Stock Units	$0	09/23/2021		M(1)			10,457(10)	(11)	(5)	Common Stock	10,457	(1)	25,101	D

Explanation of Responses:

1. Each unit converts upon vesting into one share of common stock.

2. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. The amount retained by the Company was not in excess of the amount of the tax liability.

3. Shares reflect the vesting of the 4st tranche of market-leveraged stock units granted on August 28, 2017 at 115.50% of target based on our total stockholder return during the performance periods as stated on the grant agreement.

4. See Exhibit 99.17B.

5. There are no expiration dates on MSUs.

6. Shares reflect the vesting of the 3st tranche of market-leveraged stock units granted on August 28, 2018 at 130.25% of target based on our total stockholder return during the performance periods as stated on the grant agreement.

7. See Exhibit 99.17A.

8. Shares reflect the vesting of the 2st tranche of market-leveraged stock units granted on August 28, 2019 at 37% of target based on our total stockholder return during the performance periods as stated on the grant agreement.

9. See Exhibit 99 - FY2020 MSU Exhibit for vesting schedule and terms

10. Shares reflect the vesting of the 1st tranche of market-leveraged stock units granted on August 28, 2020 at 83.33% of target based on our total stockholder return during the performance periods as stated on the grant agreement.

11. See Exhibit 99 - FY2021 MSU Exhibit for vesting schedule and terms

	/s/ Barbara R. Wallace, attorney-in-fact	09/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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