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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol VIAVI SOLUTIONS INC. [ VIAV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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. | ||