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*
Shubin Stein Kenneth H

(Last) (First) (Middle)
20415 NORDHOFF STREET

(Street)
CHATSWORTH CA 91311

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MRV COMMUNICATIONS INC [ MRVC.PK ]
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)
04/28/2011
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 04/28/2011 S 3,341 (1) D $1.55 460,705 I See Footnote (2)
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. Dr. Shubin Stein's sale of MRV Communications, Inc.'s common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 3,341 shares, with the reporting person's purchase of 3,341 shares at a price of $1.30 per share on November 17, 2010. Even though the shares were only held indirectly through a managed fund, Dr. Shubin Stein has paid MRV Communications, Inc. $835.25, representing the full amount of the profit realized in connection with the short-swing transaction.
2. Dr. Shubin Stein beneficially owns 128,133 shares of common stock of MRV Communications, Inc. directly. In addition, he has sole trading and voting discretion as the managing member of Spencer Capital Management, LLC, which manages various accounts that hold 332,572 shares of MRV Communications, Inc. common stock. As the managing member of Spencer Capital Management, LLC, Dr. Shubin Stein may be deemed to be the beneficial owner of the 332,572 shares held in the managed accounts. Dr. Shubin Stein claims beneficial ownership of any of the shares included in this report to the extent of his pecuniary interest therein.
Anne-Marie Frisch, Attorney-In-Fact for Kenneth H. Shubin Stein 05/02/2011
** 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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