Sec Form 3 Filing - CARANO BANDEL L @ NLIGHT, INC. - 2018-04-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CARANO BANDEL L 2. Issuer Name and Ticker or Trading Symbol NLIGHT, INC. [ LASR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS, 525 UNIVERSITY AVENUE SUITE 1300 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2018 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 26,814 ( 1 ) I See Footnote ( 10 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series C Preferred Stock ( 2 ) ( 3 ) ( 2 ) Common Stock 1,389,868 ( 5 ) I See Footnote ( 10 ) Series D Preferred Stock ( 2 ) ( 3 ) ( 2 ) Common Stock 1,742,711 ( 6 ) I See Footnote ( 10 ) Series E Preferred Stock ( 2 ) ( 3 ) ( 2 ) Common Stock 401,632 ( 7 ) I See Footnote ( 10 ) Series F Preferred Stock ( 2 ) ( 3 ) ( 2 ) Common Stock 1,652,087 ( 8 ) I See Footnote ( 10 ) Series G Preferred Stock ( 2 ) ( 3 ) ( 2 ) Common Stock 333,972 ( 9 ) I See Footnote ( 10 ) Restricted Stock Units ( 2 ) ( 4 ) ( 2 ) Common Stock 2,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARANO BANDEL L C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE SUITE 1300 PALO ALTO, CA94301 X X Signatures /s/ Kerry Hill, as attorney-in-fact 04/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 26,392 shares held of record by Oak Investment Partners X, L.P., and 422 shares held of record by Oak X Affiliates Fund, L.P. ( 2 )Each share has no expiration date and no conversion or exercise price. ( 3 )Each share of preferred stock automatically converts into one share of common stock immediately prior to the closing of the Issuer's initial public offering. ( 4 )All restricted stock units will vest on the earlier of (i) April 25, 2019 or (ii) the day prior to the date of the Issuer's next annual meeting of stockholders, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. ( 5 )Consists of 1,367,908 shares held of record by Oak Investment Partners X, L.P., and 21,960 shares held of record by Oak X Affiliates Fund, L.P. ( 6 )Consists of 1,715,177 shares held of record by Oak Investment Partners X, L.P., and 27,534 shares held of record by Oak X Affiliates Fund, L.P. ( 7 )Consists of 395,287 shares held of record by Oak Investment Partners X, L.P., and 6,345 shares held of record by Oak X Affiliates Fund, L.P. ( 8 )Consists of 1,625,986 shares held of record by Oak Investment Partners X, L.P., and 26,101 shares held of record by Oak X Affiliates Fund, L.P. ( 9 )Consists of 328,696 shares held of record by Oak Investment Partners X, L.P., and 5,276 shares held of record by Oak X Affiliates Fund, L.P. ( 10 )Oak Associates X, LLC, or Oak Associates X GP is the general partner of Oak Investment Partners X, L.P and exercises voting and dispositive power over the shares held by Oak Investment Partners X, L.P. Oak X Affiliates, LLC, or Oak X Affiliates GP, is the general partner of Oak X Affiliates Fund, L.P. and exercises voting and dispositive power over the shares held by Oak X Affiliates Fund, L.P. The Reporting Person is a managing member of Oak Associates X GP and Oak X Affiliates GP and disclaims beneficial ownership over the shares held of record herein as held by Oak Investment Partners X, L.P and Oak X Affiliates Fund, L.P.

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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