SEC FORM 3 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
 
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1. Name and Address of Reporting Person*
Kosaraju Sheela

(Last) (First) (Middle)
C/O CIENA CORPORATION
7035 RIDGE RD

(Street)
HANOVER MD 21076

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2023
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)
SVP, General Counsel
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 54,378(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
Explanation of Responses:
1. Includes (i) 1,337 Restricted Stock Units (RSUs) that vest in four equal installments on each of March 20, June 20, September 20, and December 20 of 2023, (ii) 2,282 RSUs that vest in seven equal installments on March 20, June 20, September 20, and December 20 of each year, commencing on March 20, 2023, (iii) 2,420 RSUs that vest in eight equal installments on March 20, June 20, September 20, and December 20 of each year, commencing on March 20, 2023, (iv) 2,678 RSUs that vest in twelve equal installments on March 20, June 20, September 20, and December 20 of each year, commencing on March 20, 2023, and (v) 5,520 RSUs that vest in sixteen equal installments on March 20, June 20, September 20, and December 20 of each year, commencing on March 20, 2023.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
By: Michelle Rankin For: Sheela Kosaraju 02/03/2023
** 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.
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                                POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Erik J. Lichter
and Michelle Rankin, or their respective assignees, each signing singly, the
undersigned's true and lawful attorney-in-fact to:

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

        (2)   do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Form ID, Form 3, 4 or 5, or any amendment or
              amendments thereto and file such form with the United States
              Securities and Exchange Commission, the New York Stock Exchange,
              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, 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 as such attorney-in-fact may approve in
              such attorney-in-fact's discretion.

        The undersigned hereby 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 acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended. This
Power of Attorney can only be revoked by delivering a signed, original
"Revocation of Power of Attorney" to the attorney-in-fact and shall remain in
full force and effect until such revocation is delivered.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 25th day of January, 2023.


                                   /s/ Sheela Kosaraju
                                   -------------------------------
                                   Signature

                                   Sheela Kosaraju
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                                   Print Name