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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 17)¹

MRV Communications, Inc.

(Name
of Issuer)

Common Stock, par value $0.0017 per share

(Title of Class of Securities)

553477407

(CUSIP Number)

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

April 2, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
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).

1

NAME OF REPORTING PERSON

Raging Capital Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

– 0 –

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

2,136,864

PERSON WITH

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

2,136,864

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,136,864

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

31.4%

14

TYPE OF REPORTING PERSON

IA

1

NAME OF REPORTING PERSON

William C. Martin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

– 0 –

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

2,136,864

PERSON WITH

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

2,136,864

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,136,864

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

31.4%

14

TYPE OF REPORTING PERSON

HC

1

NAME OF REPORTING PERSON

Kenneth H. Traub

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

59,934

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

9

SOLE DISPOSITIVE POWER

59,934

10

SHARED DISPOSITIVE POWER

– 0 –

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

59,934

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IN

1

NAME OF REPORTING PERSON

Brian J. Bellinger

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

14,083

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

– 0 –

PERSON WITH

9

SOLE DISPOSITIVE POWER

14,083

10

SHARED DISPOSITIVE POWER

– 0 –

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,083

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IN

The following constitutes
Amendment No. 17 to the Schedule 13D filed by the undersigned (“Amendment No. 17”). This Amendment No. 17 amends the
Schedule 13D as specifically set forth herein.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) – (c) is
hereby amended and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 6,801,961 Shares outstanding, which is
the total number of Shares outstanding as of March 8, 2017 as reported in the Issuer’s Form 10-K filed with the Securities
and Exchange Commission on March 9, 2017.

As of the close of
business on the date hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own the 2,136,864 Shares,
constituting approximately 31.4% of the Shares outstanding, held by Raging Master by virtue of their relationships with Raging
Master discussed in further detail in Item 2.

As of the close of
business on the date hereof, Kenneth H. Traub may be deemed to beneficially own 59,934 Shares (consisting of 5,182 Shares he purchased
in the open market, 28,649 Shares of currently vested restricted stock, 20,756 Shares underlying currently exercisable options,
and 5,347 Shares underlying options that become exercisable within 60 days), constituting less than 1% of the Shares outstanding.

As of the close of
business on the date hereof, Brian J. Bellinger may be deemed to beneficially own 14,083 Shares (consisting of 3,389 Shares underlying
currently exercisable options and 10,694 Shares underlying options that become exercisable within 60 days), constituting less than
1% of the Shares outstanding.

All restricted stock
and options reported in this Item 5 were awarded to each of Mr. Traub and Mr. Bellinger in his capacity as a director of the Issuer.

Each of the Reporting
Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other
Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes
of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Without
limiting the foregoing sentence, Raging Master specifically disclaims beneficial ownership of the securities of the Issuer held
by it by virtue of its inability to vote or dispose of such securities as a result of the IMA.

(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 and dispose of 59,934 Shares that may deemed to be beneficially owned by him.

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

(c)       The
Reporting Persons have not entered into any transactions in the Shares during the past 60 days.

SIGNATURES

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

Dated:  April 3, 2017	Raging Capital Management, LLC
	By:	/s/ Frederick C. Wasch
		Name:	Frederick C. Wasch
		Title:	Chief Financial Officer

	/s/ Frederick C. Wasch
	Frederick C. Wasch, as attorney-in-fact for William C. Martin

	/s/ Kenneth H. Traub
	Kenneth H. Traub

	/s/ Brian J. Bellinger
	Brian J. Bellinger