Sec Form 4 Filing - Jenks Timothy Storrs @ NEOPHOTONICS CORP - 2022-07-20

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 Jenks Timothy Storrs 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 X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 3081 ZANKER RD 3. Date of Earliest Transaction (MM/DD/YY) 07/20/2022 (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 07/20/2022 D 15,913 D $ 15.71( 1 ) 431,334 D Common Stock 07/20/2022 M 33,950 A $ 0 465,284 D Common Stock 3,076 I As Trustee Common Stock 32,465 I Trustee- CLAT( 2 ) Common Stock 3,200 I Trustee-Family Trust Common Stock 32,465 I Trustee-Spouse CLAT( 3 ) Common Stock 3,798 I by Trust( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivativ e 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 Restricted Stock Units (right to acquire) $ 0( 5 ) 07/20/2022 07/20/2022 M 33,950 07/20/2022( 6 ) 07/20/2025 Common Stock 33,950 $ 0 101,850 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jenks Timothy Storrs 3081 ZANKER RD SAN JOSE, CA95134 X CEO Signatures By: /s/ Barbara Rogan For: Timothy S. Jenks 07/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock units granted to the reporting person. ( 2 )Represents shares held by Timothy S. Jenks in a Charitable Lead Annuity Trust dated April 28, 2022. ( 3 )Represents shares held by Atsuko K. Jenks in a Charitable Lead Annuity Trust dated April 28, 2022. ( 4 )Represents shares held by Timothy S. Jenks and Atsuko K. Jenks Declaration of Trust dated January 7, 1996. ( 5 )Each restricted stock unit represents a contingent right to receive one share of NeoPhotonics common stock. ( 6 )25% of the underlying shares shall vest on each year anniversary of the Vesting Commencement Dates, subject to the recipient's continued service through such 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).

** 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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