EVP, Chief Mktg & Stgy Officer Mcnab Paul converted options into 41,231 shares and covered exercise/tax liability with 20,939 shares, increasing direct ownership by 42% to 68,774 units (SEC Form 4)
$VIAV
Semiconductors
Technology
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VIAVI SOLUTIONS INC. [ VIAV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/23/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/23/2025 | M(1) | 5,614 | A | $0 | 54,096 | D | |||
| Common Stock | 09/23/2025 | F(2) | 2,851 | D | $12.41 | 51,245 | D | |||
| Common Stock | 09/23/2025 | M(1) | 11,633 | A | $0 | 62,878 | D | |||
| Common Stock | 09/23/2025 | F(2) | 5,908 | D | $12.41 | 56,970 | D | |||
| Common Stock | 09/23/2025 | M(1) | 23,984 | A | $0 | 80,954 | D | |||
| Common Stock | 09/23/2025 | F(2) | 12,180 | D | $12.41 | 68,774 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Market Stock Units | $0 | 09/23/2025 | M(1) | 5,614 | (3) | (4) | Common Stock | 5,614 | $0 | 0 | D | ||||
| Market Stock Units | $0 | 09/23/2025 | M(1) | 11,633 | (5) | (4) | Common Stock | 11,633 | $0 | 12,879 | D | ||||
| Market Stock Units | $0 | 09/23/2025 | M(1) | 23,984 | (6) | (4) | Common Stock | 23,984 | $0 | 37,478 | D | ||||
| Explanation of Responses: |
| 1. Each stock unit converts upon vesting into one share of common stock. |
| 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 or performance stock award, as applicable. The amount retained by the Company was not in excess of the amount of the tax liability. |
| 3. Shares reflect the vesting of the 3rd tranche of market-leveraged stock units granted on August 28, 2022 at 56.67% of target based on our total stockholder return during the performance periods as stated on the grant agreement. |
| 4. There are no expiration dates on MSUs. |
| 5. Shares reflect the vesting of the 2nd tranche of market-leveraged stock units granted on August 28, 2023 at 90.33% of target based on our total stockholder return during the performance periods as stated on the grant agreement. |
| 6. Shares reflect the vesting of the 1st tranche of market-leveraged stock units granted on August 28, 2024 at 128.00% of target based on our total stockholder return during the performance periods as stated on the grant agreement. |
| /s/ Donna T. Rossi, attorney-in-fact | 09/25/2025 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||