SEC FORM 4

SEC FORM 4 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RAMASWAMI RAJIV

(Last)

(First)

(Middle)

C/O NEOPHOTONICS CORPORATION

3081 ZANKER ROAD

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEOPHOTONICS CORP [ NPTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2022		D		49,459⁽¹⁾	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$3.25	08/03/2022		D			7,692	⁽²⁾	⁽²⁾	Common Stock	7,692	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$4.33	08/03/2022		D			14,056	⁽²⁾	⁽²⁾	Common Stock	14,056	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$6.78	08/03/2022		D			12,486	⁽²⁾	⁽²⁾	Common Stock	12,486	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$8.56	08/03/2022		D			8,960	⁽²⁾	⁽²⁾	Common Stock	8,960	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$8.68	08/03/2022		D			2,880	⁽²⁾	⁽²⁾	Common Stock	2,880	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$9.2	08/03/2022		D			7,521	⁽²⁾	⁽²⁾	Common Stock	7,521	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$9.41	08/03/2022		D			2,656	⁽²⁾	⁽²⁾	Common Stock	2,656	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$10.17	08/03/2022		D			7,641	⁽²⁾	⁽²⁾	Common Stock	7,641	⁽²⁾	0	D
Restricted Stock Unit (right to acquire)	$0.00	08/03/2022		D			5,787	⁽³⁾	⁽³⁾	Common Stock	5,787	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated November 3, 2021, by and among the Issuer, Lumentum Holdings Inc., a Delaware corporation ("Lumentum"), and Neptune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Lumentum ("Merger Sub"), on August 3, 2022 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Lumentum. In connection with the Merger, these shares were cancelled and converted into the right to receive $16.00 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

2. Options to purchase common stock of the Issuer, whether vested or unvested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration, less the exercise price per share of such cancelled option.

3. Restricted Stock Unit Awards of the Issuer, whether vested or unvested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration.

Remarks:

Exhibit List Exhibit 24: Authorization Letter

	/s/ John Sellers, Attorney-in-fact	08/05/2022
	** 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).
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SEC Form 4: Ramaswami Rajiv returned 49,459 shares to the company, closing all direct ownership in the company