LOWE ALAN S Form 4 Filed 2023-08-25

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

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 ^*

LOWE ALAN S

2. Issuer Name and Ticker or Trading Symbol
Lumentum Holdings Inc. [LITE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O LUMENTUM HOLDINGS INC., 1001 RIDDER PARK DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2023

(Street)

SAN JOSE, CA 95131

(City)

(State)

(Zip)

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

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/23/2023		A		95,582⁽¹⁾	A	$ 0	248,026	D
Common Stock	08/24/2023		A		3,887⁽²⁾	A	$ 0	251,913	D
Common Stock	08/24/2023		F⁽³⁾		12,232	D	$52.12	239,681	D

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 Securities Underlying Derivative Security (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1.	These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive, following vesting, one share of the Issuer's Common Stock. 1/3 of the shares shall vest one year from the grant date, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter on the 15th of November, February, May and August, subject to the Reporting Person continuing to be an employee through each such date, or as provided under the Issuer's 2015 Equity Incentive Plan.
2.	Represents the acquisition of shares upon the determination of the Board of Directors of the Issuer that certain performance conditions were met with respect to certain performance stock units (PSUs) granted to the Reporting Person on August 24, 2022.
3.	Represents shares that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the vesting of RSUs and PSUs.

	Signatures
	/s/ Judy G. Hamel as Attorney-in-Fact	08/25/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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