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MRVC Mrv Communications, Inc. (MM)

9.975
0.00 (0.00%)
22 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Mrv Communications, Inc. (MM) NASDAQ:MRVC NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 9.975 9.95 10.00 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

15/08/2017 10:15pm

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).         
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 *

Diefenderfer Jeannie
2. Issuer Name and Ticker or Trading Symbol

MRV COMMUNICATIONS INC [ MRVC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MRV COMMUNICATIONS, INC, 20520 NORDHOFF STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

8/14/2017
(Street)

CHATSWORTH, CA 91311
(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)
Code V Amount (A) or (D) Price
Common Stock   8/14/2017     D    9870   D   (1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Option (Right to Buy)   $9.72   8/14/2017     D         4975      (2)   (2) Common Stock   4975.0   $0   0   D    
Non Qualified Stock Option (Right to Buy)   $9.63   8/14/2017     D         6212      (2)   (2) Common Stock   6212.0   $0   0   D    
Non Qualified Stock Option (Right to Buy)   $10.95   8/14/2017     D         5347      (2)   (2) Common Stock   5347.0   $0   0   D    
Non-Qualified Stock Option (Right to Buy)   $8.9   8/14/2017     D         6245      (2)   (2) Common Stock   6245.0   $0   0   D    

Explanation of Responses:
(1)  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).
(2)  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.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Diefenderfer Jeannie
C/O MRV COMMUNICATIONS, INC
20520 NORDHOFF STREET
CHATSWORTH, CA 91311
X



Signatures
/s/ Jeannie Diefenderfer 8/15/2017
** 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 control number.

1 Year MRV Communications, Inc. Chart

1 Year MRV Communications, Inc. Chart

1 Month MRV Communications, Inc. Chart

1 Month MRV Communications, Inc. Chart