Form 4 - Statement of changes in beneficial ownership of securities

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).

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^*

Johnson Julia Suzanne

(Last)

(First)

(Middle)

C/O LUMENTUM HOLDINGS INC.,

1001 RIDDER PARK DRIVE

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lumentum Holdings Inc. [ LITE ]

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)
11/20/2024

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	11/20/2024		A		3,313⁽¹⁾	A	$0	25,345	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)

Explanation of Responses:

1. Each share is represented by a restricted stock unit (RSU). Each RSU represents the contingent right to receive, following vesting, one share of Common Stock of the Issuer. 100% of the RSUs shall vest on the earlier of November 20, 2025 or the day prior to the the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person continuing through such date as a Service Provider, as defined under the Issuer's 2015 Equity Incentive Plan.

	/s/ Jae Kim as Attorney-in-Fact	11/22/2024
	** 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.

LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING PURPOSES

Know all by these present, that the undersigned hereby makes, constitutes and

appoints each of Wajid Ali and Jae Kim, acting individually, as the undersigned’s true and

lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in

the name, place and stead of the undersigned to:

(1)

execute for, and on behalf of, the undersigned, in the undersigned’s

capacity as an officer and/or director of Lumentum Holdings Inc. (the “Company”), Electronic

Data Gathering, Analysis, and Retrieval (EDGAR) updates as needed, Forms 3,4, and 5 in

accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and

regulations promulgated thereunder (the “Exchange Act”);

(2)

seek or obtain, as the undersigned’s representative and on the

undersigned’s behalf, information on transactions in the Company’s securities from any third

party, including brokers, employee benefit plan administrators and trustees, and the

undersigned hereby authorizes any such person to release any such information to any attorney-

in-fact and further approves and ratifies any such release of information;

(3)

do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to prepare, complete and execute any such Form 3, 4 or 5,

and any amendments thereto, or other required report and timely file such Forms or reports with

the United States Securities and Exchange Commission, the New York Stock Exchange,

NASDAQ Stock Market and any stock exchange or similar authority as considered necessary or

advisable under Section 16(a) of the Exchange Act; and

(4)

take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest

of, or legally required by, the undersigned, it being understood that the documents executed by

such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-in-fact may approve in

such attorney-in-fact’s sole discretion.

The undersigned hereby gives and grants to each such attorney-in-fact full power

and authority to do and perform any and every act and thing whatsoever requisite, necessary, or

proper to be done in the exercise of any of the rights and powers herein granted, as fully to all

intents and purposes as the undersigned might or could do if personally present, with full power

of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of

this power of attorney and the rights and powers herein granted.

The undersigned hereby acknowledges that (a) the foregoing attorneys-in-fact are

serving in such capacity at the request of the undersigned; (b) this Limited Power of Attorney

authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on

information provided to such attorney-in-fact without independent verification of such

information; (c) any documents prepared and/or executed by any attorney-in-fact on behalf of the

undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain

such information and disclosure as such attorney-in-fact, in his or her sole discretion, deems

necessary or advisable; (d) neither the Company nor any attorney-in-fact assumes (i) any liability

for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii)

any liability of the undersigned for any failure to comply with such requirements, or (iii) any

obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the

Exchange Act; and (e) this Limited Power of Attorney does not relieve the undersigned from

responsibility for compliance with the undersigned’s obligations under the Exchange Act,

including, without limitation, the reporting requirements under Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned

is no longer required to file Forms 3,4, and 5 with respect to the undersigned’s holdings of, and

transactions in, securities issued by the Company, unless earlier revoked as to any attorney-in-

fact by the undersigned in a signed writing delivered to such attorney-in-fact.

*****

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

be executed as of this 23^rd day of May, 2024.

/s/ Julia Johnson

Signature

Julia Johnson