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

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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^*

SMITH JOEL A III

(Last)

(First)

(Middle)

2584 JUNCTION AVENUE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OCLARO, INC. [ OCLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	04/27/2009		A		3,613	A	$0⁽¹⁾	46,364	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$320.17⁽²⁾	04/27/2009		A		3,613		04/27/2009	10/24/2010	Common Stock	3,613	$0	3,613	D
Stock Option (Right to Buy)	$12.58⁽²⁾	04/27/2009		A		3,613		04/27/2009	10/19/2010	Common Stock	3,613	$0	3,613	D
Stock Option (Right to Buy)	$13.52⁽²⁾	04/27/2009		A		2,713		04/27/2009	10/18/2010	Common Stock	2,713	$0	2,713	D
Stock Option (Right to Buy)	$2.05⁽²⁾	04/27/2009		A		3,613		04/27/2009	10/24/2012	Common Stock	3,613	$0	3,613	D
Stock Option (Right to Buy)	$2.8⁽²⁾	04/27/2009		A		1,806		04/27/2009	10/18/2012	Common Stock	1,806	$0	1,806	D
Stock Option (Right to Buy)	$13.99⁽²⁾	04/27/2009		A		3,613		04/27/2009	11/06/2013	Common Stock	3,613	$0	3,613	D
Stock Option (Right to Buy)	$7.61⁽²⁾	04/27/2009		A		7,232		04/27/2009	11/01/2014	Common Stock	7,232	$0	7,232	D
Stock Option (Right to Buy)	$2.08⁽²⁾	04/27/2009		A		7,232		04/27/2009	10/27/2015	Common Stock	7,232	$0	7,232	D
Stock Option (Right to Buy)	$4.21⁽²⁾	04/27/2009		A		7,232		04/27/2009	11/03/2016	Common Stock	7,232	$0	7,232	D
Stock Option (Right to Buy)	$4.35⁽²⁾	04/27/2009		A		7,232		04/27/2009	11/15/2017	Common Stock	7,232	$0	7,232	D
Stock Option (Right to Buy)	$0.3⁽²⁾	04/27/2009		A		7,232		04/27/2009	11/13/2018	Common Stock	7,232	$0	7,232	D

Explanation of Responses:

1. Reporting Person received such shares in exchange for shares of Avanex Corporation ("Avanex") common stock in connection with the merger of Avanex into Oclaro, Inc. (formerly known as Bookham) (the "Merger"). Pursuant to the terms of the Merger agreement each share of Avanex common stock will automatically be converted into the right to receive 5.426 shares of Bookham common stock.

2. Reporting Person received such stock option in exchange for a stock option to purchase Avanex common stock in connection with the Merger. Pursuant to the terms of the Merger agreement each Avanex stock option assumed will be determined by multiplying the number of options by the exchange ratio of 5.426 and rounded down to the nearest whole number.

Remarks:

	Christopher Croddy, Attorney-in-Fact	04/29/2009
	** 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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