MRVC Mrv Communications, Inc. (MM)

13D

13D

13D

This Amendment No. 1 to the Schedule 13D (this “ Amendment ”) relates to the Common Stock, par value $0.0017, including any associated rights to purchase Series A Junior Participating Preferred Stock, par value $0.01 per share, (the “ Shares ”) issued by MRV Communications, Inc. (the “ Issuer ”) and amends the initial statement on Schedule 13D filed on July 2, 2017 (the “ Original 13D ” and, together with this Amendment, the “ Schedule 13D ”). Unless otherwise specified, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original 13D.

On August 14, 2017, Issuer, Purchaser and Parent completed the transactions contemplated by the Agreement and Plan of Merger, dated as of July 2, 2017, by and among Issuer, Purchaser and Parent (the “ Merger Agreement ”). Pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the “ Merger ”), with the Issuer surviving (the “ Surviving Corporation ”) the Merger as a wholly-owned subsidiary of Parent and Purchaser ceasing to exist following the Merger.

Item 4 of the Original 13D is hereby amended and supplemented by adding the following at the end thereof:

On August 14, 2017, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer, with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent and Purchaser ceasing to exist following the Merger.

At effective time of the Merger (the “ Effective Time ”), each Share issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Offer Price, without interest and subject to any required tax withholding, other than Shares held by stockholders who properly exercised appraisal rights under the General Corporation Law of the State of Delaware.

At the Effective Time, the one thousand (1,000) shares of common stock of Purchaser that were outstanding immediately prior to the Effective Time were converted into and became one thousand (1,000) shares of common stock of the Surviving Corporation.

Upon the closing of the Merger, the Shares that previously traded under the ticker symbol “MRVC”, ceased trading on, and are being delisted from, the NASDAQ Stock Market.

At the Effective Time and in connection with the Merger, each member of the Board of Directors of the Issuer (the “ Issuer Board ”) and certain officers of the Issuer resigned from the Issuer Board and the Issuer, respectively. At the Effective Time, the directors and officers of Purchaser immediately prior to the Effective Time became the directors and officers, respectively, of the Surviving Corporation following the Effective Time. In addition, Mathias Petzold was made a director of the Surviving Corporation.

Item 5 of the Original 13D is hereby amended and restated in its entirety as follows:

(a) and (b) As a result of the Merger and pursuant to the Merger Agreement, (i) the Reporting Persons acquired and, for purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially owned 100% of the outstanding Shares and (ii) the Reporting Persons had sole power to vote and dispose of 100% of the Shares.

(c) Except for the Merger Agreement, the Tender and Support Agreements and the transactions described in this Amendment, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Schedule A or Item 5(a).

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e) Inapplicable.

Item 6 of the Original 13D is hereby amended and supplemented by adding the following at the end thereof:

As a result of the completion of the Merger, the Tender and Support Agreements and the Guaranty each terminated in accordance with their respective terms on August 14, 2017.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.