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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/12/2017 | 3. Issuer Name and Ticker or Trading Symbol MRV COMMUNICATIONS INC [ MRVC ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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, par value $0.0017 per share(1)(2) | 5,296,053 | I(1)(2) | See Footnotes(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This form is a joint filing by ADVA Optical Networking SE ("Ultimate Parent"), ADVA NA Holdings, Inc., a direct wholly-owned subsidiary of Ultimate Parent ("Parent") and Golden Acquisition Corporation, a direct wholly-owned subsidiary of Parent ("Merger Sub"). |
2. Shares of Common Stock, par value $0.0017 per share (the "Shares"), of MRV Communications, Inc. ("MRV") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated July 2, 2017 (the "Merger Agreement"), by and among Parent, Merger Sub and MRV (such tender offer, the "Offer"). |
3. The Shares were acquired by Merger Sub. Since Merger Sub is a direct wholly-owned subsidiary of Parent, which in turn is a direct wholly-owned subsidiary of Ultimate Parent, Ultimate Parent and Parent may be deemed to have acquired indirect beneficial ownership of the Shares pursuant to the Offer. |
/s/ Ulrich Dopfer, Chief Financial Officer, ADVA Optical Networking SE | 08/16/2017 | |
/s/ Ulrich Dopfer, Chief Financial Officer, ADVA NA Holdings, Inc. | 08/16/2017 | |
/s/ Clark Avery, Vice President and Secretary, Golden Acquisition Corporation | 08/16/2017 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |