13G Filing: Ken Griffin Takes Big Stake in Oclaro, Inc. (OCLR)

Given the volatile nature of the markets, investors should pay attention to the latest moves made by elite hedge funds and other investors in their conviction picks, to get a better idea of the companies and sectors that they are confident in and those in which they may be losing faith. With that mind, we have embedded one of the newest 13G filings below and on the following pages, submitted to the SEC by Ken Griffin‘s Citadel Investment. The filing reveals a 6.84 million-share position in Oclaro Inc. (NASDAQ:OCLR), a large increase from the mere 102,343 Oclaro shares that Citadel reported owning as of the end of 2015. You can see the filing below.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Citadel Advisors 0 6,563,077 0 5.6%
Citadel Advisors Holdings II 0 6,709,683 0 5.7%
Citadel GP 0 6,837,082 0 5.8%
Kenneth Griffin 0 6,837,082 0 5.8%

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Page 1 of 10 SEC Filing

UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549  
SCHEDULE 13G  
(Rule 13d-102)  
Information Statement Pursuant to Rules 13d-1 and 13d-2  
Under the Securities Exchange Act of 1934  
(Amendment No.      )*  
  Oclaro, Inc.
  (Name of Issuer)  
  Common stock, par value $0.01 per share
(Title of Class of Securities)  
  67555N206
(CUSIP Number)  
  February 18, 2016
Date of Event Which Requires Filing of the Statement  

Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

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Page 2 of 10 SEC Filing

CUSIP No. 67555N206 13G Page 2 of 10 Pages

1.

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Advisors LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

6,563,077 shares

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6%1

12.

TYPE OF REPORTING PERSON

IA; OO; HC

1

The percentages reported in this Schedule 13G are based upon 117,608,999 shares of common stock outstanding
(composed of (i) 111,045,922 shares of common stock outstanding as of January 29, 2016 (according to the Form 10-Q filed by the
issuer with the Securities and Exchange Commission on February 4, 2016 and (ii) approximately 6,563,077 shares issuable upon the
conversion of certain convertible notes held by the Reporting Persons and certain of their affiliates)).

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Page 3 of 10 SEC Filing

CUSIP No. 67555N206 13G Page 3 of 10
Pages

1.

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Advisors Holdings II LP

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

6,709,683 shares

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.7%

12.

TYPE OF REPORTING PERSON

PN; HC

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Page 4 of 10 SEC Filing

CUSIP No. 67555N206 13G Page 4 of 10
Pages

1.

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel GP LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

6,837,082 shares

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8%

12.

TYPE OF REPORTING PERSON

OO; HC

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Page 5 of 10 SEC Filing

CUSIP No. 67555N206 13G Page 5 of 10
Pages

1.

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kenneth Griffin

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

 

6,837,082 shares

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

See Row 6 above

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8%

12.

TYPE OF REPORTING PERSON

IN; HC

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Page 6 of 10 SEC Filing

CUSIP No. 67555N206 13G Page 6 of 10
Pages
Item 1(a) Name of Issuer
Oclaro, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices
225 Charcot Avenue, San Jose, California  95131
Item 2(a) Name of Person Filing
This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel
Advisors”), Citadel Advisors Holdings II LP (“CAH2”), Citadel GP LLC (“CGP”) and Mr. Kenneth
Griffin (collectively with Citadel Advisors, CAH2 and CGP, the “Reporting Persons”) with respect to shares of
common stock (and options to purchase and/or other securities convertible into common stock) of the above-named issuer owned
by Citadel Equity Fund Ltd., a Cayman Islands limited company (“CEF”), Citadel Quantitative Strategies Master
Fund Ltd., a Cayman Islands limited company (“CQ”), and Citadel Securities LLC, a Delaware limited liability
company (“Citadel Securities”).
Citadel Advisors is the portfolio manager for CEF.  Citadel Advisors II LLC, a Delaware limited liability company (“CA2”), is the portfolio manager for CQ.  CAH2 is the managing member of Citadel Advisors and CA2.  CALC III LP, a Delaware limited partnership (“CALC3”), is the non-member manager of Citadel Securities.  CGP is the general partner of CALC3 and CAH2.  Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CGP.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
Item 2(b) Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
Item 2(c) Citizenship
Each of Citadel Advisors and CGP is organized as a limited liability company under the laws of the State of Delaware.  CAH2 is organized as a limited partnership under the laws of the State of Delaware.  Mr. Griffin is a U.S. citizen.
Item 2(d) Title of Class of Securities
Common stock, $0.01 par value
Item 2(e) CUSIP Number
67555N206

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Page 7 of 10 SEC Filing

CUSIP No. 67555N206 13G Page
7 of 10 Pages
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) [__] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [__] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [__] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d) [__] Investment company registered under Section 8 of the Investment Company Act;
(e) [__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) [__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) [__] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

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Page 8 of 10 SEC Filing

CUSIP No. 67555N206 13G Page
8 of 10 Pages
Item 4 Ownership
A. Citadel Advisors LLC
(a) Citadel Advisors may be deemed to beneficially own 6,563,077 shares of common stock.
(b) The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately 5.6% of the common stock outstanding.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:  0
(ii) shared power to vote or to direct the vote:  6,563,077
(iii) sole power to dispose or to direct the disposition of:  0
(iv) shared power to dispose or to direct the disposition of:  6,563,077
B. Citadel Advisors Holdings II LP
(a) CAH2 may be deemed to beneficially own 6,709,683 shares of common stock.
(b) The number of shares CAH2 may be deemed to beneficially own constitutes approximately 5.7% of the common stock outstanding.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:  0
(ii) shared power to vote or to direct the vote:  6,709,683
(iii) sole power to dispose or to direct the disposition of:  0
(iv) shared power to dispose or to direct the disposition of:  6,709,683

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Page 9 of 10 SEC Filing

CUSIP No. 67555N206 13G Page
9 of 10 Pages
C. Citadel GP LLC and Kenneth Griffin
(a) CGP and Griffin may be deemed to beneficially own 6,837,082 shares of common stock.
(b) The number of shares CGP and Griffin may be deemed to beneficially own constitutes approximately 5.8% of the common stock outstanding.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:  0
(ii) shared power to vote or to direct the vote:  6,837,082
(iii) sole power to dispose or to direct the disposition of:  0
(iv) shared power to dispose or to direct the disposition of:  6,837,082
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check
the following ¨.
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
See Item 2 above
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Page 10 of 10 SEC Filing

CUSIP No. 67555N206 13G Page
10 of 10 Pages

After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated this 22nd day of February, 2016.

CITADEL ADVISORS LLC

 

By: /s/ Mark Polemeni                 

Mark Polemeni, Authorized Signatory

CITADEL ADVISORS HOLDINGS II LP

 

By: /s/ Mark Polemeni                 

Mark Polemeni, Authorized Signatory

CITADEL GP LLC

 

By: /s/ Mark Polemeni                 

Mark Polemeni, Authorized Signatory

KENNETH GRIFFIN

 

By: /s/ Mark Polemeni                 

Mark Polemeni, attorney-in-fact*

* Mark Polemeni is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission on January 18, 2013, and hereby incorporated by reference herein. The power of attorney
was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for TiVo Inc.

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