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

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).

1. Name and Address of Reporting Person^*

Wupen Yuen

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Global Products

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		207,878⁽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)
Incentive Stock Option (right to buy)	$3.3	08/03/2022		D			40,000	⁽²⁾	⁽²⁾	Common Stock	22,650	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$5.11	08/03/2022		D			68,000	⁽²⁾	⁽²⁾	Common Stock	68,000	⁽²⁾	0	D
Incentive Stock Option (right to buy)	$7.59	08/03/2022		D			25,964	⁽²⁾	⁽²⁾	Common Stock	25,964	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$7.59	08/03/2022		D			7,036	⁽²⁾	⁽²⁾	Common Stock	7,036	⁽²⁾	0	D
Incentive Stock Option (right to buy)	$8.07	08/03/2022		D			9,667	⁽²⁾	⁽²⁾	Common Stock	9,667	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$8.07	08/03/2022		D			19,333	⁽²⁾	⁽²⁾	Common Stock	19,333	⁽²⁾	0	D
Incentive Stock Option (right to buy)	$12.27	08/03/2022		D			8,268	⁽²⁾	⁽²⁾	Common Stock	8,268	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$12.27	08/03/2022		D			21,732	⁽²⁾	⁽²⁾	Common Stock	21,732	⁽²⁾	0	D
Restricted Stock Unit (right to acquire)	$0.00	08/03/2022		D			90,525	⁽³⁾	⁽³⁾	Common Stock	90,525	⁽³⁾	0	D
Performance Restricted Stock Unit (right to acquire)	$0.00	08/03/2022		D			36,900	⁽⁴⁾	⁽⁴⁾	Common Stock	36,900	⁽⁴⁾	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, outstanding and vested 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. Unvested options to purchase common stock of the Issuer, as of immediately prior to the Closing Date and which do not vest as a result of the consummation of the Merger, were cancelled and converted into options to purchase common stock of Lumentum, substantially on the same terms and conditions applicable to such cancelled option, with the number of options to purchase common stock of Lumentum and the exercise price of such option adjusted pursuant to the terms of the Merger Agreement.

3. Restricted Stock Unit Awards of the Issuer ("Issuer RSUs"), outstanding and vested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration. Unvested Issuer RSUs, as of immediately prior to the Closing Date and which do not vest as a result of the consummation of the Merger, were cancelled and converted into restricted stock unit awards of Lumentum, substantially on the same terms and conditions applicable to such cancelled unvested Issuer RSUs, with the number of Lumentum restricted stock units adjusted pursuant to the terms of the Merger Agreement.

4. Performance Stock Unit Awards of the Issuer ("Issuer PSUs"), outstanding and vested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration. Unvested Issuer PSUs, as of immediately prior to the Closing Date and which do not vest as a result of the consummation of the Merger, were cancelled and converted into performance stock unit awards of Lumentum, substantially on the same terms and conditions applicable to such cancelled unvested Issuer PSUs, with the number of Lumentum performance stock units adjusted pursuant to the terms of the Merger Agreement.

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).
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.

SEC Form 4: Wupen Yuen returned 207,878 shares to the company, closing all direct ownership in the company