Sec Form 4 Filing - Jurvetson Stephen T @ NEOPHOTONICS CORP - 2011-02-07

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 Jurvetson Stephen T 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2882 SAND HILL ROAD, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2011 (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 02/07/2011 C 413,681 A $ 0 550,495 I See Footnotes ( 1 ) ( 2 ) Common Stock 02/07/2011 C 153,273 A $ 0 703,768 I See Footnotes ( 1 ) ( 3 ) Common Stock 02/07/2011 C 482,359 A $ 0 1,186,127 I See Footnotes ( 1 ) ( 4 ) Common Stock 02/07/2011 C 480,368 A $ 0 1,666,495 I See Footnotes ( 1 ) ( 5 )

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 1 Preferred Stock ( 6 ) 02/07/2011 C 413,681 ( 6 ) ( 6 ) Common Stock 413,681 $ 0 0 I See Footnotes ( 1 ) ( 2 ) Series 2 Preferred Stock ( 7 ) 02/07/2011 C 153,273 ( 7 ) ( 7 ) Common Stock 153,273 $ 0 0 I See Footnotes ( 1 ) ( 3 ) Series 3 Preferred Stock ( 8 ) 02/07/2011 C 482,359 ( 8 ) ( 8 ) Common Stock 482,359 $ 0 0 I See Footnotes ( 1 ) ( 4 ) Series X Preferred Stock ( 9 ) 02/07/2011 C 1,200.92 ( 9 ) ( 9 ) Common Stock 480,368 $ 0 0 I See Footnotes ( 1 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jurvetson Stephen T 2882 SAND HILL ROAD SUITE 150 MENLO PARK, CA94025 X Signatures /s/ Stephen T. Jurvetson by Erin Williams, Attorney-in-Fact 02/07/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a member of the Issuer's board of directors as designee of Draper Fisher Jurvetson. The Reporting Person is a Managing Director of the general partner entities of Draper Fisher Jurvetson Fund VII, L.P. and also a Managing Member of Draper Fisher Jurvetson Partners VII, LLC, that directly hold shares and as such, he may be deemed to have voting and investment power with respect to such shares. The Reporting Person is a Managing Director of the general partner entities of Draper Fisher Associates III Annex Fund, L.P., that directly holds shares and as such, he may be deemed to have voting and investment power with respect to such shares. The Reporting Person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. ( 2 )Includes 386,133 shares held by Draper Fisher Jurvetson Fund VII, L.P., 17,166 shares held by Draper Fisher Associates III Annex Fund, L.P., 5,631 shares held by Draper Fisher Jurvetson Partners VII, LLC, 1,115 shares held by Draper Fisher Partners, LLC and 3,636 shares held by the Steve and Karla Jurvetson Living Trust dated August 27, 2002. ( 3 )Includes 134,812 shares held by Draper Fisher Jurvetson Fund VII, L.P., 14,298 shares held by Draper Fisher Associates III Annex Fund, L.P., 1,966 shares held by Draper Fisher Jurvetson Partners VII, LLC, 928 shares held by Draper Fisher Partners, LLC and 1,269 shares held by the Steve and Karla Jurvetson Living Trust dated August 27, 2002. ( 4 )Includes 458,079 shares held by Draper Fisher Jurvetson Fund VII, L.P., 12,641 shares held by Draper Fisher Associates III Annex Fund, L.P., 6,680 shares held by Draper Fisher Jurvetson Partners VII, LLC, 821 shares held by Draper Fisher Partners, LLC and 4,138 shares held by the Steve and Karla Jurvetson Living Trust dated August 27, 2002. ( 5 )Includes 467,856 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Fisher Jurvetson Fund VII, L.P., 6,816 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Fisher Jurvetson Partners VII, LLC, 1,376 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Fisher Partners, LLC and 4,320 shares of common stock issuable upon conversion of Series X Preferred Stock held by the Steve and Karla Jurvetson Living Trust dated August 27, 2002. ( 6 )Each share of Issuer's Series 1 Preferred Stock automatically converted into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and had no expiration date. ( 7 )Each share of Issuer's Series 2 Preferred Stock automatically converted into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and had no expiration date. ( 8 )Each share of Issuer's Series 3 Preferred Stock automatically converted into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and had no expiration date. ( 9 )Each share of Issuer's Series X Preferred Stock automatically converted into 400 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and had no expiration date.

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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