Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BARBAROSSA GIOVANNI
  2. Issuer Name and Ticker or Trading Symbol
OCLARO, INC. [OCLR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2584 JUNCTION AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2009
(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 04/27/2009   A   2,430 A $ 0 (1) 80,944 D  
Common Stock 04/27/2009   A   2,051 A $ 0 (1) 82,995 D  
Common Stock 04/27/2009   A   1,790 A $ 0 (1) 84,785 D  
Common Stock 04/27/2009   A   8,139 A $ 0 (1) 92,924 D  
Common Stock 04/27/2009   A   227,892 A $ 0 (1) 320,816 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Option (Right to Buy) $ 77.41 (2) 04/27/2009   A   4,465   04/27/2009 02/02/2010 Common Stock 4,465 $ 0 4,465 D  
Stock Option (Right to Buy) $ 77.41 (2) 04/27/2009   A   45,274   04/27/2009 02/02/2010 Common Stock 45,274 $ 0 45,274 D  
Stock Option (Right to Buy) $ 43.2 (2) 04/27/2009   A   5,784   04/27/2009 03/19/2011 Common Stock 5,784 $ 0 5,784 D  
Stock Option (Right to Buy) $ 36.47 (2) 04/27/2009   A   5,784   04/27/2009 04/30/2011 Common Stock 5,784 $ 0 5,784 D  
Stock Option (Right to Buy) $ 20.6 (2) 04/27/2009   A   67,488   04/27/2009 08/14/2011 Common Stock 67,488 $ 0 67,488 D  
Stock Option (Right to Buy) $ 20.6 (2) 04/27/2009   A   4,856   04/27/2009 08/14/2011 Common Stock 4,856 $ 0 4,856 D  
Stock Option (Right to Buy) $ 6.78 (2) 04/27/2009   A   36,175   04/27/2009 11/05/2011 Common Stock 36,175 $ 0 36,175 D  
Stock Option (Right to Buy) $ 13.55 (2) 04/27/2009   A   126,604   04/27/2009 11/05/2011 Common Stock 126,604 $ 0 126,604 D  
Stock Option (Right to Buy) $ 2.8 (2) 04/27/2009   A   7,536   04/27/2009 12/18/2012 Common Stock 7,536 $ 0 7,536 D  
Stock Option (Right to Buy) $ 5.47 (2) 04/27/2009   A   72,344   04/27/2009 08/01/2013 Common Stock 72,344 $ 0 72,344 D  
Stock Option (Right to Buy) $ 10.92 (2) 04/27/2009   A   72,344   04/27/2009 08/01/2013 Common Stock 72,344 $ 0 72,344 D  
Stock Option (Right to Buy) $ 7.22 (2) 04/27/2009   A   9,034   04/27/2009 07/29/2014 Common Stock 9,034 $ 0 9,034 D  
Stock Option (Right to Buy) $ 7.22 (2) 04/27/2009   A   72,344   04/27/2009 07/29/2014 Common Stock 72,344 $ 0 72,344 D  
Stock Option (Right to Buy) $ 2.74 (2) 04/27/2009   A   18,084   04/27/2009 06/13/2015 Common Stock 18,084 $ 0 18,084 D  
Stock Option (Right to Buy) $ 4.54 (2) 04/27/2009   A   10,852   04/27/2009 10/31/2016 Common Stock 10,852 $ 0 10,852 D  
Stock Option (Right to Buy) $ 4.54 (2) 04/27/2009   A   25,317   04/27/2009 10/21/2017 Common Stock 25,317 $ 0 25,317 D  
Stock Option (Right to Buy) $ 0.15 (2) 04/27/2009   A   325,560   04/27/2009 11/21/2018 Common Stock 325,560 $ 0 325,560 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BARBAROSSA GIOVANNI
2584 JUNCTION AVENUE
SAN JOSE, CA 95134
  X      

Signatures

 Christopher Croddy, Attorney-in-Fact   04/29/2009
**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) Reporting Person received such shares in exchange for shares of Avanex Corporation ("Avanex") common stock in connection with the merger of Avanex into Oclaro, Inc. (formerly known as Bookham) (the "Merger"). Pursuant to the terms of the Merger agreement each share of Avanex common stock will automatically be converted into the right to receive 5.426 shares of Bookham common stock.
(2) Reporting Person received such stock option in exchange for a stock option to purchase Avanex common stock in connection with the Merger. Pursuant to the terms of the Merger agreement each Avanex stock option assumed will be determined by multiplying the number of options by the exchange ratio of 5.426 and rounded down to the nearest whole number.

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