FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * Unter Terence   2. Issuer Name and Ticker or Trading Symbol OCLARO, INC. [OCLR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Pres/GM Optcl Netwrk Solutions (Last) (First) (Middle) 2560 JUNCTION AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 10/19/2011 (Street) SAN JOSE, CA 95134 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 10/19/2011   A(1)   3,205 (1) A $ 3.612 (1) 3,205 I By Terence F. Unter and Irene M. Unter Trustees of the Terence F. Unter Trust of June 2009 Common Stock               53,542 D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Unter Terence 2560 JUNCTION AVENUE SAN JOSE, CA 95134			Pres/GM Optcl Netwrk Solutions

Signatures

Terence Unter		10/21/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On October 19, 2011, the Reporting Person became entitled to receive 3,205 shares of Oclaro, Inc. common stock pursuant to an "earn-out" provision in the merger agreement pursuant to which Oclaro, Inc. acquired all outstanding stock of Mintera Corporation on July 20, 2010. The merger agreement provided that the shareholders of Mintera would receive additional shares of Oclaro, Inc. common stock, for no additional consideration, if certain revenue targets were achieved. The number of shares issuable pursuant to the earn-out right was determined on October 19, 2011 pursuant to the merger agreement. For the purpose of determining the number of shares issuable, Oclaro, Inc. common stock was valued at $3.612, which was the average closing market price of Oclaro, Inc. common stock for the 10 trading days immediately preceding the determination date. The Reporting Person's right to receive additional shares became fixed and irrevocable on July 20, 2010, the effective date of the merger.

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