Statement of Changes in Beneficial Ownership (4)
December 23 2014 - 10:01AM
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
*
LIU JOSEPH Y
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2. Issuer Name
and
Ticker or Trading Symbol
OPLINK COMMUNICATIONS INC
[
OPLK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and CEO
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(Last)
(First)
(Middle)
46335 LANDING PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/23/2014
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(Street)
FREMONT, CA 94538
(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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12/23/2014
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U
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669572
(1)
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D
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$24.25
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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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Stock Options (right to buy)
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$20.25
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12/23/2014
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D
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700000
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(2)
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6/2/2016
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Common Stock
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700000
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$0.00
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0
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D
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Stock Options (right to buy)
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$16.46
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12/23/2014
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D
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200000
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(2)
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8/29/2019
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Common Stock
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200000
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$0.00
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0
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D
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Restricted Stock Units
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$0.00
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12/23/2014
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D
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75000
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(3)
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(3)
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Common Stock
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75000
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$0.00
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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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Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 18, 2014 (the "Merger Agreement"), among Oplink Communications, Inc. ("Oplink"), Koch Industries, Inc. and Koch Optics, Inc., on December 23, 2014, each share of Oplink common stock, par value $0.001 ("Common Stock") tendered and accepted for payment in the Offer (as defined in the Merger Agreement) was converted into the right to receive $24.25 per share in cash (the "Offer Price"), without interest and less any withholding taxes as required by law.
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(
2)
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Pursuant to the Merger Agreement, on December 23, 2014, each Oplink stock option outstanding at the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive the excess, if any, of the Offer Price over the exercise price per share of the stock option, less any withholding taxes as required by law.
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(
3)
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Pursuant to the Merger Agreement, on December 23, 2014, each Oplink restricted stock unit immediately outstanding prior to the Effective Time was cancelled and converted into the right to receive the Offer Price, less any withholding taxes as required by law.,
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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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LIU JOSEPH Y
46335 LANDING PARKWAY
FREMONT, CA 94538
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X
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Chairman and CEO
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Signatures
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By: /s/ Joseph Liu
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12/23/2014
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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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