SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* FRODSHAM JAMES (Last) (First) (Middle) C/O CIENA CORPORATION 1201 WINTERSON ROAD (Street) LINTHICUM, MD 21090 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/15/2009	3. Issuer Name and Ticker or Trading Symbol CIENA CORP [ CIEN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SR. VP, Chief Strategy Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	123,576(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	(2)	11/02/2015	Common Stock	12,723	16.52	D
Non-Qualified Stock Option (right to buy)	(3)	12/18/2016	Common Stock	20,000	27.88	D
Non-Qualified Stock Option (right to buy)	(2)	03/29/2014	Common Stock	35,714	34.65	D
Non-Qualified Stock Option (right to buy)	(4)	12/18/2017	Common Stock	26,000	35.21	D

Explanation of Responses:

1. Shares reported include 80,062 shares underlying restricted stock units (RSUs) and 34,334 shares underlying performance accelarated restricted stock units (PARSUs) previously granted that remain unvested as of the date of this report. RSUs subject to these awards vest in equal increments over a three or four-year period from the date of grant with vesting on March 20, June 20, September 20, and December 20 of each year. PARSUs vest in their entirety four years from the date of grant, subject to accelaration of vesting upon the achievement of performance-based conditions established by the Compensation Committee.

2. Option is fully vested.

3. The remaining 5,000 unvested options vest in equal monthly amounts on the first day of each month through 12/1/2010.

4. The remaining 13,000 unvested options vest in equal monthly amounts on the first day of each month through 12/1/2011.

	By: Erik J. Lichter For: James A. Frodsham	12/17/2009
	** 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 5 (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.

POWER OF ATTORNEY

	The undersigned hereby constitutes and appoints David M.
Rothenstein, Erik Lichter and Frances Jackson or their assignees,
the undersigneds true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned Form ID, Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities and
Exchange Act of 1934 and the rules thereunder;

(2)	do and perform any and all acts for an on behalf of the undersigned
which may be necessary or desirable to complete the execution of
any such Form ID, Forms 3, 4 or 5 and the timely filing of such
form with the United States Securities and Exchange Commission, the
 Nasdaq Stock Market and any other authority; and

(3)	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.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever
requisite, necessary and 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-facts 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 acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigneds responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.  This Power
of Attorney can only be revoked by delivering a signed, original 'Revocation
of Power of Attorney' to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 16th day of December, 2009.

/s/ James A. Frodsham
Signature