NEOPHOTONICS CORPORATION
2911 Zanker Road
San Jose, CA 95134
(408) 232-9200
May 21, 2015
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attn: | Brandon Hill |
| Re: | NeoPhotonics Corporation |
Form S-1 Registration Statement (File No.333-201180)
Ladies and Gentlemen:
The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Filing”) to become effective as soon as practicable on May 21, 2015.
In connection with this request, the undersigned registrant hereby acknowledges that:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and |
| • | the undersigned registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
| NeoPhotonics Corporation | ||
By: | /s/ Clyde Raymond Wallin | |
| Clyde Raymond Wallin | ||
| Chief Financial Officer and Senior Vice President | ||