Sec Form 4 Filing - CARLISLE DOUGLAS C @ NLIGHT, INC. - 2018-11-16

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) 11/16/2018 (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 11/16/2018 J( 1 ) 2,252,137 D 2,252,137 I By Menlo Ventures IX, L.P. ( 2 ) Common Stock 11/16/2018 J( 1 ) 74,317 D 74,317 I By Menlo Entrepreneurs Fund IX, L.P. ( 2 ) Common Stock 11/16/2018 J( 1 ) 10,689 D 10,689 I By Menlo Entrepreneurs Fund IX-A, L.P. ( 2 ) Common Stock 11/16/2018 J( 1 ) 47,269 D 47,268 I By MMEF IX, L.P. ( 2 ) Common Stock 11/16/2018 J( 3 ) 581,249 A 581,249 I By MV Management IX, L.L.C. ( 2 ) Common Stock 11/16/2018 J( 4 ) 581,249 D 0 I By MV Management IX, L.L.C. ( 2 ) Common Stock 11/16/2018 J( 5 ) 96,928 A 99,842 D Common Stock 11/16/2018 J( 6 ) 14,323 A 14,323 I By Carlisle Family Partnership ( 6 )

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/ Douglas C. Carlisle 11/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro rata in kind distribution of shares of Common Stock, without consideration, by each of Menlo Ventures IX, L.P., Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P. to their respective limited partners, and their general partner, MV Management IX, L.L.C. ( 2 )MV Management IX, L.L.C. is the general partner of 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"). MV Management IX, L.L.C. exercises voting and dispositive power over the shares held by each of the Menlo Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds and MV Management IX, L.L.C., except to the extent of his proportionate pecuniary interest therein. ( 3 )Represents the receipt of shares of Common Stock by MV Management IX, L.L.C. in the distributions described in greater detail in the footnote above. ( 4 )Represents a pro-rata in-kind distribution of shares of Common Stock by MV Management IX, L.L.C., without consideration, to its members. ( 5 )Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro rata in kind distributions of Common Stock of the Issuer by MV Management IX, L.L.C. and MMEF IX, L.P. described in greater detail in the footnotes above. ( 6 )Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of shares in the pro rata in kind distribution of Common Stock of the Issuer by MV Management IX, L.L.C. described in greater detail in the footnote above. The shares are held by the Carlisle Family Partnership (the "Family Partnership"). The Reporting Person is a general partner of the Family Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Family Partnership except to the extent of his proportionate pecuniary interest therein.

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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