Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Le Maitre Yves	2. Issuer Name and Ticker or Trading Symbol OCLARO, INC. [ OCLR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Pres., Optical Connect. Bus.
(Last) (First) (Middle) 225 CHARCOT AVE	3. Date of Earliest Transaction (MM/DD/YYYY) 12/6/2018
(Street) SAN JOSE, CA 95131 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/6/2018		A		30000	A	$0 ⁽¹⁾	388952	D
Common Stock	12/6/2018		F ⁽²⁾		41917	D	$8.44	347035	D
Common Stock	12/10/2018		D		347035	D	⁽³⁾	0	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	12/10/2018		D			9844	⁽⁵⁾	⁽⁶⁾	Common Stock	9844	⁽⁵⁾	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2018		D			9843	⁽⁷⁾	⁽⁸⁾	Common Stock	9843	⁽⁷⁾	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2018		D			13750	⁽⁹⁾	⁽¹⁰⁾	Common Stock	13750	⁽⁹⁾	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2018		D			30000	⁽¹⁾ ⁽¹¹⁾	⁽¹²⁾	Common Stock	30000	⁽¹⁾ ⁽¹¹⁾	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2018		D			22500	⁽¹³⁾	⁽¹⁴⁾	Common Stock	22500	⁽¹³⁾	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2018		D			29532	⁽¹⁵⁾	⁽⁶⁾	Common Stock	29532	⁽¹⁵⁾	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2018		D			29532	⁽¹⁶⁾	⁽⁸⁾	Common Stock	29532	⁽¹⁶⁾	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2018		D			41250	⁽¹⁷⁾	⁽¹⁰⁾	Common Stock	41250	⁽¹⁷⁾	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2018		D			90000	⁽¹⁾ ⁽¹⁸⁾	⁽¹²⁾	Common Stock	90000	⁽¹⁾ ⁽¹⁸⁾	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2018		D			67500	⁽¹⁹⁾	⁽¹⁴⁾	Common Stock	67500	⁽¹⁹⁾	0	D

Explanation of Responses:
(1)	Represents 30,000 Oclaro, Inc. ("Oclaro") performance-based restricted stock units (the "PSUs") granted on August 10, 2017 that vested in full at the Effective Time (as defined below). On March 11, 2018, the Compensation Committee of Oclaro determined that, contingent upon the occurrence of the Effective Time, the underlying performance milestones for such PSUs would be deemed achieved based on the maximum level of achievement (150% of target), with vesting continuing through August 2020.
(2)	Withholding of 41,860 shares to satisfy tax obligations arising in connection with the non-reportable vesting of equity awards.
(3)	Pursuant to the Agreement and Plan of Merger, dated March 11, 2018 (the "Merger Agreement"), Lumentum Holdings Inc. ("Lumentum") acquired Oclaro in a merger transaction (the "Merger") which became effective on December 10, 2018. At the effective time of the Merger (the "Effective Time"), each share of Oclaro common stock converted into the right to receive, without interest, (a) $5.60 in cash and (b) 0.0636 of a share of common stock of Lumentum ("Merger Consideration")
(4)	Each restricted stock unit represents a contingent right to receive one share of Oclaro common stock.
(5)	Pursuant to the terms of Mr. LeMaitre's letter agreement with Lumentum, dated July 27, 2018 (the "Letter Agreement"), the vesting of 9,844 Oclaro restricted stock units ("RSUs") granted on August 10, 2016 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such RSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
(6)	On August 10, 2016, Mr. LeMaitre was granted 90,000 RSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter.
(7)	Pursuant to the terms of the Letter Agreement, the vesting of 9,843 PSUs granted on August 10, 2016 (for which the performance criteria was previously achieved) was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such PSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
(8)	On August 10, 2016, Mr. LeMaitre was granted 90,000 PSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter.
(9)	Pursuant to the terms of the Letter Agreement, the vesting of 13,750 RSUs granted on August 10, 2017 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such RSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
(10)	On August 10, 2017, Mr. LeMaitre was granted 80,000 RSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter.
(11)	Pursuant to the terms of the Letter Agreement, the vesting of 30,000 PSUs granted on August 10, 2017 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such PSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
(12)	On August 10, 2017, Mr. LeMaitre was issued a grant of up to 90,000 PSUs, vesting 25% on the one year anniversary of the date of grant and 6.25% every February 10th, May 10th, August 10th and November 10th the Initial Vesting Date over the three years of continuous service thereafter.
(13)	Pursuant to the terms of the Letter Agreement, the vesting of 22,500 RSUs granted on August 1, 2018 was accelerated immediately prior to the Effective Time. In accordance with the Merger Agreement, such RSUs were converted into the right to receive the Merger Consideration in respect of each Oclaro share underlying such award.
(14)	On August 1, 2018, Mr. LeMaitre was granted 90,000 RSUs, vesting in 25% on the one year anniversary of the date of grant and 6.25% every February 1st, May 1st, August 1st and November 1st the Initial Vesting Date over the three years of continuous service thereafter.
(15)	Pursuant to the terms of the Merger Agreement, 29,532 RSUs granted on August 10, 2016 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 5,708 shares of Lumentum common stock.
(16)	Pursuant to the terms of the Merger Agreement, 29,532 PSUs granted on August 10, 2016 (for which the performance criteria was previously achieved) that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 5,708 shares of Lumentum common stock.
(17)	Pursuant to the terms of the Merger Agreement, 41,250 RSUs granted on August 10, 2017 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 7,973 shares of Lumentum common stock.
(18)	Pursuant to the terms of the Merger Agreement, 90,000 PSUs granted on August 10, 2017 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 17,397 shares of Lumentum common stock.
(19)	Pursuant to the terms of the Merger Agreement, 67,500 RSUs granted on August 10, 2018 that were unvested and outstanding as of the Effective Time were assumed by Lumentum in the Merger and replaced with restricted stock units for 13,047 shares of Lumentum common stock.

Remarks:
This Form 4 reports securities disposed pursuant to the terms of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Oclaro's Form 8-K filed with the SEC on March 12, 2018.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Le Maitre Yves 225 CHARCOT AVE SAN JOSE, CA 95131			Pres., Optical Connect. Bus.

Signatures
Mike Fernicola, Attorney-in-Fact		12/10/2018
^** Signature of Reporting Person		Date

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