Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Smart Richard
 2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2009		 3. Issuer Name and Ticker or Trading Symbol
OCLARO, INC. [OCLR]
(Last)
(First)
(Middle)
2584 JUNCTION AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive V President R&OR
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN JOSE, CA 95134		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 80,723
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Option (Right to Buy) 08/01/2004(1) 08/07/2013 Common Stock 12,658 $ 9.49 D  
Stock Option (Right to Buy) 12/23/2004(2) 06/21/2014 Common Stock 4,666 $ 7.19 D  
Stock Option (Right to Buy) 01/30/2005(3) 07/28/2014 Common Stock 1,589 $ 7.22 D  
Stock Option (Right to Buy) 08/24/2006(4) 09/20/2015 Common Stock 4,340 $ 2.55 D  
Stock Option (Right to Buy) 01/31/2007(4) 01/31/2016 Common Stock 14,465 $ 2.94 D  
Stock Option (Right to Buy) 10/31/2007(5) 10/30/2016 Common Stock 37,982 $ 4.54 D  
Stock Option (Right to Buy) 10/21/2008(4) 10/20/2017 Common Stock 25,317 $ 4.54 D  
Stock Option (Right to Buy) 11/21/2009(5) 11/20/2018 Common Stock 54,260 $ 0.15 D  
Restricted Stock Units 08/18/2010(9) 08/17/2018 Common Stock 37,982 $ 0.01 D  
Restricted Stock Units 08/10/2009(6) 12/04/2015 Common Stock 645 $ 0.01 D  
Restricted Stock Units 08/10/2009(7) 03/21/2017 Common Stock 748 $ 0.01 D  
Restricted Stock Units 08/10/2009(8) 10/30/2016 Common Stock 6,733 $ 0.01 D  
Restricted Stock Units 10/03/2009(10) 10/03/2017 Common Stock 5,426 $ 0.01 D  
Restricted Stock Units 10/21/2008(10) 10/20/2017 Common Stock 3,613 $ 0.01 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smart Richard
2584 JUNCTION AVENUE
SAN JOSE, CA 95134		       Executive V President R&OR  

Signatures

Christopher Croddy, Attorney-in-Fact 05/26/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This option vests 12/48ths of the shares at the end of the first year and 1/48th of the shares each month thereafter.
(2) This option vests 6/48ths of the shares six months and one day following the Vesting Commencement date of 6/22/04 and 1/48th of the shares each month thereafter.
(3) This option vests 100% on the Date of Grant and shall be exercisable on six months and one day after the Date of Grant.
(4) This option vests 12/48ths of the shares at the end of the first year and 1/48th of the shares each month thereafter.
(5) This option vests 25% of the shares twelve months after the Vesting Commencement Date, and 1/48th of the shares each month thereafter.
(6) RSU Vests 276 shares on August 10, 2009 and quarterly thereafter.
(7) RSU Vests 97 shares on August 10, 2009 and quarterly thereafter.
(8) RSU Vests 1,188 shares on August 10, 2009 and quarterly thereafter.
(9) RSU fully vests on 8/18/2010
(10) RSU vests 25% on each annual anniversary of the grant date.

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