SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Swanson Todd

(Last) (First) (Middle)
1389 MOFFETT PARK DRIVE

(Street)
SUNNYVALE CA 94089-1134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FINISAR CORP [ FNSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/19/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 06/19/2018 A(1) 46,528 A $0 258,864(2) D
Common Stock 06/19/2018 F(3) 10,002 D $18 248,862 D
Common Stock 06/19/2018 F(4) 4,700 D $17.72 244,162 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Performance Restricted Stock Unit $0.0 06/19/2018 A 68,750(5) 08/05/2018(5) 05/06/2022(5) Common Stock 68,750 $0 68,750 D
Explanation of Responses:
1. These shares represent restricted stock units granted to the Reporting Person and shall vest in four equal annual installments beginning on June 20, 2019.
2. Includes 375 shares received as an Issuer match under the Issuer's 401K Plan on December 18, 2017 and not required to be reported, and also includes 1,158 shares purchased under the Issuer's Employee Stock Purchase Plan on June 15, 2018 and such purchase was not required to be reported pursuant to Section 16(a).
3. On June 19, 2018, the Reporting Person vested in 20,172 restricted stock units ("RSUs") and as a result acquired 20,172 shares of common stock of the Issuer pursuant to the Reporting Person's June 21, 2016 grant of RSUs. This Form 4 reports shares withheld by the Issuer pursuant to the RSUs' grant agreement in order to satisfy the Reporting Person's withholding obligations for various taxes due upon the vesting of the RSUs. No shares were sold by the Reporting Person. The Issuer will pay the taxes on behalf of the Reporting Person.
4. On June 21, 2018, the Reporting Person vested in 9,479 restricted stock units ("RSUs") and as a result acquired 9,479 shares of common stock of the Issuer pursuant to the Reporting Person's June 23, 2015 grant of RSUs. This Form 4 reports shares withheld by the Issuer pursuant to the RSUs' grant agreement in order to satisfy the Reporting Person's withholding obligations for various taxes due upon the vesting of the RSUs. No shares were sold by the Reporting Person. The Issuer will pay the taxes on behalf of the Reporting Person.
5. The Performance Restricted Stock Units vest and release on a quarterly basis over an approximately four-year vesting period beginning August 5, 2018 and through May 5, 2022, with the actual number of shares being vested and released on any vesting date determined based on achievement of applicable stock price targets established for purposes of the award. The table above reflects the maximum number of shares that may be issued pursuant to the award.
Remarks:
/s/ Christopher Brown as Attorney-in-fact for 06/21/2018
** 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 Number.