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
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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*
LOWE ALAN S

(Last) (First) (Middle)
C/O LUMENTUM HOLDINGS INC.
1001 RIDDER PARK DRIVE

(Street)
SAN JOSE CA 95131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Lumentum Holdings Inc. [ LITE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2020
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 08/18/2020 F(1) 2,676 D $87.19 121,077 D
Common Stock 08/18/2020 S(2) 519 D $87.332(3) 120,558 D
Common Stock 08/18/2020 S(2) 4,010 D $88.349(4) 116,548 D
Common Stock 08/18/2020 S(2) 1,401 D $89.032(5) 115,147 D
Common Stock 08/18/2020 S(2) 1,495 D $90.219(6) 113,652 D
Common Stock 08/19/2020 A 42,492(7) A $0.00 156,144 D
Common Stock 08/19/2020 A 49,390(8) A $0.00 205,534 D
Common Stock 08/20/2020 S(2) 2,119 D $85.668(9) 203,415 D
Common Stock 08/20/2020 S(2) 600 D $86.138(10) 202,815 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
Explanation of Responses:
1. Represents shares that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting of RSUs.
2. These shares were sold pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person.
3. These sales were executed in multiple trades at prices ranging from $86.75 to $87.67. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
4. These sales were executed in multiple trades at prices ranging from $87.76 to $88.75. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
5. These sales were executed in multiple trades at prices ranging from $88.76 to $89.49. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
6. These sales were executed in multiple trades at prices ranging from $90.13 to $90.31. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
7. Represents the acquisition of performance stock units ("PSUs") upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to PSUs granted to the Reporting Person on August 22, 2019. The PSUs vest as to 1/3 of the shares on August 22, 2020, and the remaining shares shall vest in eight equal quarterly installments thereafter on the 15th of November, February, May and August, subject to the Reporting Person continuing to be an employee through each such date, or as provided under the Issuer's 2015 Equity Incentive Plan.
8. These securities are restricted stock units (RSUs"). Each RSU represents a contingent right to receive, following vesting, one share of the Issuer's Common Stock. The RSUs vest as to 1/3 of the shares on August 19, 2021, and the remaining shares shall vest in eight equal quarterly installments thereafter on the 15th of November, February, May and August, subject to the Reporting Person continuing to be an employee through each such date, or as provided under the Issuer's 2015 Equity Incentive Plan.
9. These sales were executed in multiple trades at prices ranging from $85.055 to $86.04. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
10. These sales were executed in multiple trades at prices ranging from $86.06 to $86.25. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these sales were effected, upon request, to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
Remarks:
/s/ Judy G. Hamel as Attorney-in-Fact 08/20/2020
** 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.
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