Neophotonics (NPTN) Form 4 NEOPHOTONICS / Timothy Storrs Jenks ownership change

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^*

Jenks Timothy Storrs

(Last) (First) (Middle)

3081 ZANKER RD

(Street)

SAN JOSE CA 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
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/15/2021		M		12,393(1)	A	$8.07	461,517	D
Common Stock	11/15/2021		M		8,149(1)	A	$12.27	469,666	D
Common Stock	11/15/2021		M		26,349(1)	A	$7.59	496,015	D
Common Stock	11/15/2021		M		51,245(1)	A	$3.3	547,260	D
Common Stock								3,076	I	As Trustee
Common Stock								3,200	I	Trustee-Family Trust
Common Stock								3,798	I	by Trust(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$3.3	11/15/2021		M			51,245	(3)	10/07/2024	Common Stock	51,245	$0.0	0	D
Incentive Stock Option (right to buy)	$7.59	11/15/2021		M			26,349	(4)	10/26/2025	Common Stock	26,349	$0.0	0	D
Incentive Stock Option (right to buy)	$8.07	11/15/2021		M			12,393	(5)	07/31/2027	Common Stock	12,393	$0.0	0	D
Incentive Stock Option (right to buy)	$12.27	11/15/2021		M			8,149	(6)	08/01/2026	Common Stock	8,149	$0.0	0	D

Explanation of Responses:

1. Represents a cash exercise.

2. Represents shares held by Timothy S. Jenks and Atsuko K. Jenks Declaration of Trust dated January 7, 1996.

3. 50% of the Option Shares shall vest on the one-year anniversary of the Vesting Commencement Date, and the remaining will vest quarterly over the next year, so long as the optionee remains an employee of or consultant to the Company or its qualifying subsidiaries.

4. 50% of the Shares shall vest on the 18-month anniversary of the Vesting Commencement Date, 25% vest on the next 12-month anniversary of the Vesting Commencement Date, and the remaining 25% will vest on the next 6-month anniversary of the vesting Commencement Date, so long as the optionee remains an employee of or consultant to the Company or its qualifying subsidiaries.

5. The shares vest in three equal annual installments, so long as the person remains an employee of or consultant to the Company or its qualifying subsidiaries.

6. 30% of the Shares shall vest on the first 12-month anniversary of the Vesting Commencement Date, 30% vest on the second 12-month anniversary of the Vesting Commencement Date, and the remaining 40% will vest on the third 12-month anniversary of the vesting Commencement Date, so long as the optionee remains an employee of or consultant to the Company or its qualifying subsidiaries.

	By: /s/ Barbara Rogan, Attorney-in-fact For: Timothy S. Jenks	11/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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