Sec Form 4 Filing - CARLISLE DOUGLAS C @ NLIGHT, INC. - 2018-07-02

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) 07/02/2018 (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 07/02/2018 A 414 ( 1 ) A $ 0 2,914 ( 2 ) D Common Stock 5,961,028 I ( 3 ) See Footnote ( 4 )

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

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 07/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person has elected to receive restricted stock units in lieu of cash retainer fees payable for service on the Issuer's board of directors and any committees thereof. Each restricted stock unit represents a contingent right to receive, following vesting, one share of the Issuer's Common Stock. The number of restricted stock units issued represents the quotient of (A) the amount of such fees divided by (B) the Issuer's closing stock price on the date such fees would otherwise be paid, rounded down to the nearest whole share. All restricted stock units will vest on December 31, 2018 subject to the non-employee director continuing to be a service provider through the applicable vesting date. ( 2 )Amount includes 2,500 restricted stock units previously reported as derivative securities in Table II of the reporting person's Form 3 filed on April 25, 2018. ( 3 )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. ( 4 )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.

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