Statement of Changes in Beneficial Ownership (4)
16 8월 2017 - 6:08AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
PONS ROBERT M
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2. Issuer Name
and
Ticker or Trading Symbol
MRV COMMUNICATIONS INC
[
MRVC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MRV COMMUNICATIONS, INC, 20520 NORDHOFF STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/14/2017
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(Street)
CHATSWORTH, CA 91311
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/14/2017
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D
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31474
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non Qualified Stock Option (Right to Buy)
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$16.8
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8/14/2017
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D
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1318
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(2)
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(2)
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Common Stock
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1318.0
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$0
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0
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D
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Non Qualified Stock Option (Right to Buy)
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$13.6
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8/14/2017
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D
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2551
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(2)
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(2)
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Common Stock
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2551.0
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$0
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0
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D
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Non Qualified Stock Option (Right to Buy)
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$9.1
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8/14/2017
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D
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6203
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(2)
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(2)
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Common Stock
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6203.0
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$0
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0
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D
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Non Qualified Stock Option (Right to Buy)
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$13.32
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8/14/2017
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D
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4472
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(2)
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(2)
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Common Stock
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4472.0
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$0
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0
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D
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Non Qualified Stock Option (Right to Buy)
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$9.63
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8/14/2017
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D
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6212
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(2)
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(2)
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Common Stock
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6212.0
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$0
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0
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D
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Non Qualified Stock Option (Right to Buy)
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$10.95
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8/14/2017
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D
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5347
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(2)
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(2)
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Common Stock
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5347.0
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$0
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0
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D
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Non-Qualified Stock Option (Right to Buy)
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$8.9
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8/14/2017
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D
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6245
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(2)
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(2)
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Common Stock
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6245.0
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$0
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0
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D
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Explanation of Responses:
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(1)
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Outstanding shares of the common stock of the Issuer were converted into the right to receive $10.00 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement (as defined below).
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(2)
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Outstanding stock options of the Issuer were cancelled and converted into the right to receive the Merger Consideration (less the applicable exercise price) in accordance with the Merger Agreement. If the applicable exercise price per share under any such options was equal to or greater than the Merger Consideration, such options were canceled immediately without any payment or other consideration being made or owed in respect thereof.
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Remarks:
This Form 4 reports securities disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 2, 2017, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on July 3, 2017, and by which the Issuer became a wholly-owned subsidiary of ADVA NA Holdings, Inc.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PONS ROBERT M
C/O MRV COMMUNICATIONS, INC
20520 NORDHOFF STREET
CHATSWORTH, CA 91311
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X
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Signatures
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/s/ Robert M. Pons
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8/15/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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