13D Filing: Raging Capital Management and MRV Communications Inc (MRVC)

(b)       Raging
Capital and William C. Martin may be deemed to share the power to vote and dispose of the Shares held by Raging Master.

Kenneth H. Traub may
be deemed to have the sole power to vote 62,759 Shares beneficially owned by him and may be deemed to have the sole power to dispose
of 59,934 Shares beneficially owned by him.

Brian J. Bellinger
may be deemed to have the sole power to vote 16,908 Shares beneficially owned by him and may be deemed to have the sole power to
dispose of 14,083 Shares beneficially owned by him.

(c)       On
June 1, 2017, each of Messrs. Traub and Bellinger received 2,825 restricted Shares and stock options to purchase 6,245 Shares
at an exercise price of $8.90 per Share in his capacity as a director of the Issuer. The Reporting Persons have not entered into
any other transactions in the Shares during the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby
amended to add the following:

Reference is made
to the Support Agreements described in Item 4.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby
amended to add the following exhibit:

Exhibit No.	Description
99.1	Form of Tender and Support Agreement, dated July 2, 2017 (incorporated by reference to Exhibit 99.2 to the Form 8-K filed by the Issuer on July 3, 2017).