| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/27/2023 |
3. Issuer Name and Ticker or Trading Symbol
CIENA CORP [ CIEN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 20,206(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) 543 Restricted Stock Units (RSUs) that vest on December 20, 2023, (ii) 2,406 RSUs that vest in five equal installments on March 20, June 20, September 20, and December 20 of each year, commencing on December 20, 2023, (iii) 2,922 RSUs that vest in five equal installments on March 20, June 20, September 20, and December 20 of each year, commencing on December 20, 2023, (iv) 3,571 RSUs that vest in nine equal installments on March 20, June 20, September 20, and December 20 of each year, commencing on December 20, 2023, and (v) 10,764 RSUs that vest in thirteen equal installments on March 20, June 20, September 20, and December 20 of each year, commencing on December 20, 2023. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| By: Michelle Rankin For: Brodie Gage | 10/31/2023 | |
| ** 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. | ||
| 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 each of Sheela Kosaraju, 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 11 day of October, 2023.
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/s/ Brodie Gage |
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Brodie Gage |