Oclaro, Inc.
OCLARO, INC. (Form: 4, Received: 10/21/2011 18:34:56)
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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Unter Terence
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/GM Optcl Netwrk Solutions
(Last)          (First)          (Middle)

2560 JUNCTION AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/19/2011
(Street)

SAN JOSE, CA 95134
(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   10/19/2011     A (1)    3205   (1) A $3.612   (1) 3205   I   By Terence F. Unter and Irene M. Unter Trustees of the Terence F. Unter Trust of June 2009  
Common Stock                  53542   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

Explanation of Responses:
( 1)  On October 19, 2011, the Reporting Person became entitled to receive 3,205 shares of Oclaro, Inc. common stock pursuant to an "earn-out" provision in the merger agreement pursuant to which Oclaro, Inc. acquired all outstanding stock of Mintera Corporation on July 20, 2010. The merger agreement provided that the shareholders of Mintera would receive additional shares of Oclaro, Inc. common stock, for no additional consideration, if certain revenue targets were achieved. The number of shares issuable pursuant to the earn-out right was determined on October 19, 2011 pursuant to the merger agreement. For the purpose of determining the number of shares issuable, Oclaro, Inc. common stock was valued at $3.612, which was the average closing market price of Oclaro, Inc. common stock for the 10 trading days immediately preceding the determination date. The Reporting Person's right to receive additional shares became fixed and irrevocable on July 20, 2010, the effective date of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Unter Terence
2560 JUNCTION AVENUE
SAN JOSE, CA 95134


Pres/GM Optcl Netwrk Solutions

Signatures
Terence Unter 10/21/2011
** 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).
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