SecProbe.io

June 26 , 2015

Alan Lowe
President and Chief Executive Officer
Lumentum Holdings Inc.
430 N. McCarthy Blvd.
Milpitas, CA 95035

Re: Lumentum Holdings Inc.
 Amendment No. 2 to Form 10-12B
Filed June  17, 2015
File No. 001 -36861

Dear Mr. Lowe :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in res ponse to these
comments , we may have  additional comments.

Summary

The Separation and Distribution, page 12

1. We note that JDSU intends to retain approximately 19.9% of Lumentum stock after the
spin-off transaction and stock distribution to JDSU shareholders. Please describe the
purpose, effects, and business reasons for retaining Lumentum stock after the spin -off.
2. Please provide us with the legal analysis whereby you determined that, despite the
retention of 19.9% of the Lumentum shares by Viavi,  and subsequent disposal of these
shares by Viavi no later than three years after the distribution, the spin -off of Lumentum
shares is pro rata to parent shareholders. Please refer to Staff Legal Bulletin 4.
3. Please revise your chart disclosure on page 34 to indicate the retention of Lumentum
shares by Viavi.

Alan Lowe
Lumentum Holdings Inc.
June 26 , 2015
Page 2

      We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 an d all applicable Exchange Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Christie Wong, Staff Accountant, at (202) 551 -3684  or Robert S.
Littlepage, Accounting Branch Chief, at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact William Mastrianna ,
Attorney -Adviser,  at (202) 551 -3778, Paul Fischer, Attorney -Adviser, at (202) 551 -3415,  or me
at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

cc: Ed Batts
 DLA Piper