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^*

FAWCETT MATTHEW K

(Last)

(First)

(Middle)

C/O JDS UNIPHASE CORPORATION

430 N MCCARTHY BOULEVARD

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JDS UNIPHASE CORP /CA/ [ JDSU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2009

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	02/15/2009		M⁽¹⁾		1,675	A	$0.00	6,172	D
Common Stock	02/15/2009		F⁽²⁾		713	D	$3.56	5,459	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)
Restricted Stock Unit	$0	02/15/2009		M			1,675	02/15/2009	⁽¹⁾	Common Stock	1,675	$0	0	D
Restricted Stock Unit	$0	02/15/2009		A		20,000		⁽³⁾	⁽¹⁾	Common Stock	20,000	$3.56	20,000	D
Non-Qualified Stock Option (right to buy)	$3.56	02/15/2009		A		40,000		⁽⁴⁾	02/15/2017	Common Stock	40,000	$3.56	40,000	D
Non-Qualified Stock Option (right to buy)	$3.56	02/15/2009		A		60,000		⁽⁵⁾	02/15/2017	Common Stock	60,000	$3.56	60,000	D

Explanation of Responses:

1. The Restricted Stock Unit converts to common stock upon the vest date.

2. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. The amount retained by the Company was not in excess of the amount of the tax liability.

3. 1/3rd of the Units subject to the Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/3rd of the Units subject to the Award shall vest on each anniversary of the Vesting Commencement Date thereafter.

4. 1/3rd of the Time Based Options subject to the Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/3rd of the Time Based Options subject to the Award shall vest on each anniversary of the Vesting Commencement Date thereafter.

5. The Performance Stock Options ("Performance Options") will vest in three equal installments on the latter to occur of (i) the first, second and third anniversaries of the grant date and (ii) the appreciation of the price of the Company's common stock such that it will have traded at a minimum of a 25% premium to the exercise price of the Performance Options for 30 consecutive trading days.

Remarks:

	/s/ Sheri Piazza, Sr. Stock Administrator, Attorney-in-fact	02/18/2009
	** 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).
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