Sec Form 4 Filing - Peng Yat Bun @ 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 Peng Yat Bun 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) 2911 ZANKER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2011 (Street) SAN JOSE, CA94134 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 206,864 A $ 0 661,456 I See Footnotes ( 1 ) ( 2 ) Common Stock 02/07/2011 C 189,188 A $ 0 850,644 I See Footnotes ( 1 ) ( 3 )

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 X Preferred Stock ( 4 ) 02/07/2011 C 517.16 ( 4 ) ( 4 ) Common Stock 206,864 $ 0 0 I See Footnotes ( 1 ) ( 2 ) Series 2 Preferred Stock ( 5 ) 02/07/2011 C 189,188 ( 5 ) ( 5 ) Common Stock 189,188 $ 0 0 I See Footnotes ( 1 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Peng Yat Bun 2911 ZANKER ROAD SAN JOSE, CA94134 X Signatures /s/ Yat Bun (Robert) Peng 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 Concord Investments Company Ltd. and its affiliates. Concord Investments Co. Ltd. owns 100% of the shares of Nison Limited and Wellway International Limited and 55% of the shares of Creative China Investment Limited. The Reporting Person is a director of each of Nison Limited, Wellway International Limited and Creative China Investment Limited and may be deemed to have voting and investment power with respect to these shares. The Reporting Person disclaims ownership of these shares except to the extent of his proportionate pecuniary interest therein. ( 2 )Represents 206,864 shares of Common Stock issuable upon conversion of Series X Preferred Stock held by Nison Limited. ( 3 )Includes 122,254 shares held by Nison Limited, 47,036 shares held by Wellway International Limited and 19,898 shares held by Creative China Investment Limited. ( 4 )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. ( 5 )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.

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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