Sec Form 4 Filing - CARANO BANDEL L @ NEOPHOTONICS CORP - 2022-08-03

Insider filing report for Changes in Beneficial Ownership
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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
CARANO BANDEL L
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)
C/O NEOPHOTONICS CORPORATION, 3081 ZANKER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2022
(Street)
SAN JOSE, CA95134
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 08/03/2022 D 29,042( 1 ) D 0 D
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
Non-Qualified Stock Option (right to buy) $ 4.33 08/03/2022 D 14,056 ( 2 ) ( 2 ) Common Stock 14,056 ( 2 ) 0 D
Non-Qualified Stock Option (right to buy) $ 8.56 08/03/2022 D 8,960 ( 2 ) ( 2 ) Common Stock 8,960 ( 2 ) 0 D
Non-Qualified Stock Option (right to buy) $ 10.17 08/03/2022 D 7,641 ( 2 ) ( 2 ) Common Stock 7,641 ( 2 ) 0 D
Restricted Stock Unit (right to acquire) $ 0 08/03/2022 D 5,787 ( 3 ) ( 3 ) Common Stock 5,787 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARANO BANDEL L
C/O NEOPHOTONICS CORPORATION
3081 ZANKER ROAD
SAN JOSE, CA95134
X
Signatures
/s/ John Sellers, Attorney-in-fact 08/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated November 3, 2021, by and among the Issuer, Lumentum Holdings Inc., a Delaware corporation ("Lumentum"), and Neptune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Lumentum ("Merger Sub"), on August 3, 2022 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Lumentum. In connection with the Merger, these shares were cancelled and converted into the right to receive $16.00 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
( 2 )Options to purchase common stock of the Issuer, whether vested or unvested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration, less the exercise price per share of such cancelled option.
( 3 )Restricted Stock Unit Awards of the Issuer, whether vested or unvested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration.

Remarks:
Exhibit ListExhibit 24: Authorization Letter

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