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Ciena General Counsel's Stock Sale Tied to RSU Tax Payments, Not Market Strategy

Filing Impact
(Neutral)
Filing Sentiment
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Form Type
4

Rhea-AI Filing Summary

Ciena Corporation SVP and General Counsel Sheela Kosaraju reported multiple transactions related to tax withholding on restricted stock units (RSUs) on June 20, 2025. The transactions involved:

  • Disposition of 1,921 total shares at a price of $74.53 per share through multiple withholding events
  • Withholdings stemmed from RSU awards granted between December 2021 and December 2024
  • Following these transactions, Kosaraju beneficially owns 90,077 shares, including unvested RSUs and Performance Stock Units (PSUs)

These transactions were standard tax withholding events related to the vesting of previously awarded RSUs, rather than open market sales. All dispositions were made under the code "F" indicating tax withholding transactions. The filing was submitted on behalf of Kosaraju by Michelle Rankin on June 23, 2025.

Positive

  • None.

Negative

  • None.
Insider Kosaraju Sheela
Role SVP and General Counsel
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock 164 $74.53 $12K
Exercise Price or Tax Liability Common Stock 728 $74.53 $54K
Exercise Price or Tax Liability Common Stock 578 $74.53 $43K
Exercise Price or Tax Liability Common Stock 345 $74.53 $26K
Exercise Price or Tax Liability Common Stock 106 $74.53 $8K
Holdings After Transaction: Common Stock — 90,077 shares (Direct)
Footnotes (6)
  1. F1. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/13/2022. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 3 filed on 2/3/2023.
  2. F2. Shares reported include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).
  3. F3. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 2/1/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 2/3/2023.
  4. F4. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/12/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/14/2023.
  5. F5. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/17/2024. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/19/2024.
  6. F6. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/14/2021. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 3 filed on 2/3/2023.

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FAQ

How many CIEN shares did SVP Sheela Kosaraju dispose of on June 20, 2025?
On June 20, 2025, Sheela Kosaraju disposed of a total of 1,921 shares through multiple transactions: 164 shares, 728 shares, 578 shares, 345 shares, and 106 shares. All shares were withheld at a price of $74.53 per share to cover tax liabilities related to various RSU award agreements.

What is Sheela Kosaraju's current position at CIEN and how many shares does she own after the transactions?
Sheela Kosaraju serves as SVP and General Counsel at Ciena Corporation. Following the reported transactions on June 20, 2025, she beneficially owns 90,077 shares, which includes unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).

What was the purpose of CIEN's share disposals in this Form 4 filing?
The share disposals were for tax withholding purposes, specifically to cover payment of tax liabilities related to various restricted stock unit (RSU) award agreements granted between 2021 and 2024. The shares were withheld at a price of $74.53 per share.

What RSU grant dates were involved in CIEN's June 20, 2025 share withholding?
The share withholding involved RSU awards granted on multiple dates: December 14, 2021; December 13, 2022; February 1, 2023; December 12, 2023; and December 17, 2024. Each grant resulted in separate tax liability-related share withholdings.
SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kosaraju Sheela
(Last) (First) (Middle)
C/O CIENA CORPORATION
7035 RIDGE RD.
(Street)
HANOVER MD 21076-1426
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CIENA CORP [ CIEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP and General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025
4. If Amendment, Date of 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)
Code V Amount (A) or (D) Price
Common Stock 06/20/2025 F 164(1) D $74.53 91,834(2) D
Common Stock 06/20/2025 F 728(3) D $74.53 91,106(2) D
Common Stock 06/20/2025 F 578(4) D $74.53 90,528(2) D
Common Stock 06/20/2025 F 345(5) D $74.53 90,183(2) D
Common Stock 06/20/2025 F 106(6) D $74.53 90,077(2) 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: 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
Explanation of Responses:
1. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/13/2022. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 3 filed on 2/3/2023.
2. Shares reported include unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs).
3. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 2/1/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 2/3/2023.
4. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/12/2023. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/14/2023.
5. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/17/2024. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 4 filed on 12/19/2024.
6. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to a restricted stock unit (RSU) award agreement dated 12/14/2021. Acquisition of the RSU was previously reported in Table I of the reporting person's Form 3 filed on 2/3/2023.
By: Michelle Rankin For: Sheela Kosaraju 06/23/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR