Form Type: 4

SEC EDGAR Link
Accession Number:0001094739-19-000100
Date:2019-09-24
Issuer: FINISAR CORP (FNSR)
Original Submission Date:

Reporting Person:

SWANSON TODD
1389 MOFFETT PARK DRIVE
SUNNYVALE, CA 94089-1134

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-09-24 D 135,629 d $23.80 121,636 direct
COMMON STOCK 2019-09-24 D 121,636 d $23.80 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PERFORMANCE RESTRICTED STOCK UNIT 0.0 2019-09-24 deemed execution date D 15,752 (d) 2018-08-05 2022-05-06 common stock 15,752 $0.00 45,833 direct
PERFORMANCE RESTRICTED STOCK UNIT 0.0 2019-09-24 deemed execution date E 45,833 (d) 2018-08-05 2022-05-06 common stock 45,833 $0.00 0 direct
STOCK OPTION (RIGHT TO BUY) 8.29 2019-09-24 deemed execution date D 31,086 (d) 2011-12-08 2019-12-08 common stock 31,086 $8.29 0 direct
Footnotes
IDfootnote
f1 these shares were disposed of pursuant to the agreement and plan of merger by and among ii-vi incorporated ("ii-vi"), mutation merger sub inc., and finisar corporation, dated as of november 8, 2018 (the "merger agreement"), whereby 135,629 of such shares were automatically cancelled and converted into the right to receive, for each such share, 0.2218 shares of ii-vi common stock and $15.60 in cash.
f2 the remaining 121,636 of such shares consisted of unvested restricted stock units ("rsus") granted by the issuer (each of which represented the right to receive a share of the issuer's common stock upon vesting of the unit) that, in connection with the termination of the reporting person's employment with the issuer upon the closing of the merger, were accelerated and converted into the right (subject, however, to the reporting person's delivery and non-revocation of a general release of claims) to receive 0.2218 shares of ii-vi common stock and $15.60 in cash for each rsu. the closing price of ii-vi's common stock on september 23, 2019 was $36.975 per share.
f3 each performance stock unit ("psu") represented the right to receive, upon satisfaction of the performance goals applicable to the unit, one share of the issuer's common stock. pursuant to the merger agreement, each of these psus was automatically cancelled and converted into the right to receive 0.2146 shares of ii-vi common stock and $15.94 in cash.
f4 pursuant to the merger agreement, this stock option was automatically cancelled and converted into the right to receive, for each "net option share" (which is determined under the merger agreement and takes into account the exercise price of the option) subject to the option, 0.2218 shares of ii-vi common stock and $15.60 in cash.
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