Sec Form 4 Filing - CARLISLE DOUGLAS C @ NLIGHT, INC. - 2018-04-30

FORM 4 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 CARLISLE DOUGLAS C 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) 2884 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2018 (Street) MENLO PARK, CA94025 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 04/30/2018 C 5,934,216 A 5,961,028 ( 11 ) I See Footnote ( 12 )

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 ( 1 ) 04/30/2018 C 1,389,860 ( 6 ) ( 1 ) ( 1 ) Common Stock 1,389,860 $ 0 0 I See Footnote ( 12 ) Series D Preferred Stock ( 2 ) 04/30/2018 C 1,415,912 ( 7 ) ( 2 ) ( 2 ) Common Stock 1,415,912 $ 0 0 I See Footnote ( 12 ) Series E Preferred Stock ( 3 ) 04/30/2018 C 267,754 ( 8 ) ( 3 ) ( 3 ) Common Stock 267,754 $ 0 0 I See Footnote ( 12 ) Series F Preferred Stock ( 4 ) 04/30/2018 C 2,526,719 ( 9 ) ( 4 ) ( 4 ) Common Stock 2,526,719 $ 0 0 I See Footnote ( 12 ) Series G Preferred Stock ( 5 ) 04/30/2018 C 333,971 ( 10 ) ( 5 ) ( 5 ) Common Stock 333,971 $ 0 0 I See Footnote ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARLISLE DOUGLAS C 2884 SAND HILL ROAD SUITE 100 MENLO PARK, CA94025 X X Signatures /s/ Kerry Hill, as attorney-in-fact 04/30/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series C Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date. ( 2 )The Series D Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date. ( 3 )The Series E Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date. ( 4 )The Series F Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date. ( 5 )The Series G Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date. ( 6 )Consists of 1,317,410 shares held of record by Menlo Ventures IX, L.P., 43,470 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 5,268 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 23,712 shares held of record by MMEF IX, L.P. ( 7 )Consists of 1,335,768 shares held of record by Menlo Ventures IX, L.P., 44,080 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 6,678 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 29,386 shares held of record by MMEF IX, L.P. ( 8 )Consists of 252,599 shares held of record by Menlo Ventures IX, L.P., 8,335 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 1,263 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 5,557 shares held of record by MMEF IX, L.P. ( 9 )Consists of 2,383,702 shares held of record by Menlo Ventures IX, L.P., 78,660 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 11,917 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 52,440 shares held of record by MMEF IX, L.P. ( 10 )Consists of 315,445 shares held of record by Menlo Ventures IX, L.P., 10,409 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 1,497 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 6,620 shares held of record by MMEF IX, L.P. ( 11 )Consists of 5,630,342 shares held of record by Menlo Ventures IX, L.P., 185,792 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 26,723 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 118,171 shares held of record by MMEF IX, L.P. ( 12 )MV Management IX, L.L.C., is the general partner of and exercises voting and dispositive power over Menlo Ventures IX, L.P., Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P (collectively, the "Menlo Funds"). The Reporting Person is a managing member of MV Management IX, L.L.C. and disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds.

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).

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