Sec Form 4 Filing - Lipscomb George Ferris @ NEOPHOTONICS CORP - 2014-12-18

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 Lipscomb George Ferris 2. Issuer Name and Ticker or Trading Symbol NEOPHOTONICS CORP [ NPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) PBU, MANAGING DIRECTOR (Last) (First) (Middle) 2911 ZANKER RD 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2014 (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

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 Incentive Stock Option (right to buy) $ 3.5 12/18/2014 A 5,700 ( 1 ) 07/06/2015 Common Stock 5,700 $ 0 5,700 D Incentive Stock Option (right to buy) $ 3.5 12/18/2014 A 22,000 ( 2 ) 05/15/2017 Common Stock 22,000 $ 0 22,000 D Incentive Stock Option (right to buy) $ 3.5 12/18/2014 A 5,600 ( 2 ) 01/26/2020 Common Stock 5,600 $ 0 5,600 D Incentive Stock Option (right to buy) $ 3.5 12/18/2014 A 6,000 ( 2 ) 12/12/2020 Common Stock 6,000 $ 0 6,000 D Incentive Stock Option (right to buy) $ 3.5 12/18/2014 A 7,500 ( 2 ) 07/30/2022 Common Stock 7,500 $ 0 7,500 D Incentive Stock Option (right to buy) $ 3.5 12/18/2014 A 6,000 ( 2 ) 09/17/2023 Common Stock 6,000 $ 0 6,000 D Incentive Stock Option (right to buy) $ 4.25 12/18/2014 D 22,000 ( 3 ) 05/15/2017 Common Stock 22,000 $ 0 0 ( 4 ) D Incentive Stock Option (right to buy) $ 4.6472 12/18/2014 D 5,700 ( 5 ) 07/06/2015 Common Stock 5,700 $ 0 0 ( 6 ) D Incentive Stock Option (right to buy) $ 4.96 12/18/2014 D 7,500 ( 7 ) 07/30/2022 Common Stock 7,500 $ 0 0 ( 8 ) D Incentive Stock Option (right to buy) $ 7.5 12/18/2014 D 6,000 ( 9 ) 12/12/2020 Common Stock 6,000 $ 0 0 ( 10 ) D Incentive Stock Option (right to buy) $ 7.54 12/18/2014 D 6,000 ( 11 ) 09/17/2023 Common Stock 6,000 $ 0 0 ( 12 ) D Incentive Stock Option (right to buy) $ 12 12/18/2014 D 5,600 ( 13 ) 01/26/2020 Common Stock 5,600 $ 0 0 ( 14 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lipscomb George Ferris 2911 ZANKER RD SAN JOSE, CA95134 PBU, MANAGING DIRECTOR Signatures By: /s/Judi Otteson, Attorney-in-Fact For: George Ferris Lipscomb 12/23/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )100% of the shares subject to the option vest on May 7, 2015. ( 2 )50% of the shares of stock subject to the option vest on January 1, 2016, and thereafter the balance of the option shares vest and become exercisable in a series of twelve equal monthly installments on each monthly anniversary thereafter, subject to the reporting person's continued service relationship with the Company or any subsidiary of the Company on each such date. ( 3 )The tendered option provided for vesting such that 25 percent of the shares of stock subject to the option were to vest on the one-year anniversary, and the remaining 75 percent will vest monthly over the next 36 months, subject to the reporting person's continued service relationship with the Company or any subsidiary of the Company on each such date. ( 4 )The reporting person agreed to certain amendments of his outstanding stock option, as reflected in this Form 4, for 22,000 shares of the Company's common stock granted to the reporting person on 05/16/2007 (the "May 2007 Option") in exchange for an amended option, for 22,000 shares of the Company's common stock, having an exercise price of $3.50 a share, which was issued to the reporting person on December 18, 2014 (the "Amended Option"). The reporting person tendered the May 2007 Option pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on November 18, 2014, as amended, (the "Schedule TO") relating to an offer by the Company to certain employees to reprice outstanding options to purchase shares of common stock. ( 5 )The tendered option provided for vesting such that 25 percent of the shares of stock subject to the option were to vest upon grant, and the remaining 75 percent will vest monthly over the next 36 months, subject to the reporting person's continued service relationship with the Company or any subsidiary of the Company on each such date. ( 6 )The reporting person agreed to certain amendments of his outstanding stock option, as reflected in this Form 4, for 5,700 shares of the Company's common stock granted to the reporting person on 07/07/2005 (the "July 2005 Option") in exchange for an amended option, for 5,700 shares of the Company's common stock, having an exercise price of $3.50 a share, which was issued to the reporting person on December 18, 2014 (the "Amended Option"). The reporting person tendered the July 2005 Option pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on November 18, 2014, as amended, (the "Schedule TO") relating to an offer by the Company to certain employees to reprice outstanding options to purchase shares of common stock. ( 7 )The tendered option provided for vesting such that 25 percent of the shares of stock subject to the option were to vest on the one-year anniversary, and the remaining 75 percent will vest monthly over the next 36 months, subject to the reporting person's continued service relationship with the Company or any subsidiary of the Company on each such date. ( 8 )The reporting person agreed to certain amendments of his outstanding stock option, as reflected in this Form 4, for 7,500 shares of the Company's common stock granted to the reporting person on 07/31/2012 (the "July 2012 Option") in exchange for an amended option, for 7,500 shares of the Company's common stock, having an exercise price of $3.50 a share, which was issued to the reporting person on December 18, 2014 (the "Amended Option"). The reporting person tendered the July 2012 Option pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on November 18, 2014, as amended, (the "Schedule TO") relating to an offer by the Company to certain employees to reprice outstanding options to purchase shares of common stock. ( 9 )The tendered option provided for vesting such that 25 percent of the shares of stock subject to the option were to vest on the one-year anniversary, and the remaining 75 percent will vest monthly over the next 36 months, subject to the reporting person's continued service relationship with the Company or any subsidiary of the Company on each such date. ( 10 )The reporting person agreed to certain amendments of his outstanding stock option, as reflected in this Form 4, for 6,000 shares of the Company's common stock granted to the reporting person on 12/13/2010 (the "December 2010 Option") in exchange for an amended option, for 6,000 shares of the Company's common stock, having an exercise price of $3.50 a share, which was issued to the reporting person on December 18, 2014 (the "Amended Option"). The reporting person tendered the December 2010 Option pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on November 18, 2014, as amended, (the "Schedule TO") relating to an offer by the Company to certain employees to reprice outstanding options to purchase shares of common stock. ( 11 )The tendered option provided for vesting such that 25 percent of the shares of stock subject to the option were to vest on the one-year anniversary, and the remaining 75 percent will vest monthly over the next 36 months, subject to the reporting person's continued service relationship with the Company or any subsidiary of the Company on each such date. ( 12 )The reporting person agreed to certain amendments of his outstanding stock option, as reflected in this Form 4, for 6,000 shares of the Company's common stock granted to the reporting person on 09/18/2013 (the "September 2013 Option") in exchange for an amended option, for 6,000 shares of the Company's common stock, having an exercise price of $3.50 a share, which was issued to the reporting person on December 18, 2014 (the "Amended Option"). The reporting person tendered the September 2013 Option pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on November 18, 2014, as amended, (the "Schedule TO") relating to an offer by the Company to certain employees to reprice outstanding options to purchase shares of common stock. ( 13 )The tendered option provided for vesting such that 50% of the shares subject to the option were to vest on two-year anniversary, and the remaining 50% will vest monthly over the next 24 months, subject to the reporting person's continued service relationship with the Company or any subsidiary of the Company on each such date. ( 14 )The reporting person agreed to certain amendments of his outstanding stock option, as reflected in this Form 4, for 5,600 shares of the Company's common stock granted to the reporting person on 01/27/2010 (the "January 2010 Option") in exchange for an amended option, for 5,600 shares of the Company's common stock, having an exercise price of $3.50 a share, which was issued to the reporting person on December 18, 2014 (the "Amended Option"). The reporting person tendered the January 2010 Option pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on November 18, 2014, as amended, (the "Schedule TO") relating to an offer by the Company to certain employees to reprice outstanding options to purchase shares of common stock.

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