SEC Form 4 · accession 0001183755-19-000003
NEOPHOTONICS CORP · NPTN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Mar 5, 2019 | J | 5,571,335 | — | D | 60,442 | I | See Note |
Table II — derivative securities
Explanation of responses
- F1On March 5, 2019, Oak Investment Partners IX, L.P. ("Oak IX"), Oak IX Affiliates Fund, L.P. ("Oak IX Affiliates"), Oak IX Affiliates Fund-A, L.P. ("Oak IX Affiliates-A"), Oak Investment Partners X, L.P. ("Oak X"), Oak X Affiliates Fund, L.P. ("Oak X Affiliates"), and Oak Investment Partners XI, L.P. ("Oak XI") made in-kind distributions of 1,622,872, 17,291, 38,947, 3,731,759, 59,911, and 100,555 shares respectively, without any additional consideration of Common Stock of the Issuer to the Limited Partners of Oak Investment Partners IX, L.P., Oak IX Affiliates Fund, L.P., Oak IX Affiliates Fund-A, L.P., Oak Investment Partners X, L.P., Oak X Affiliates Fund, L.P., and Oak Investment Partners XI, L.P.
- F2Consists of Director Option to purchase 19,452 shares of Common Stock, which is held by Mr. Carano on behalf of Oak Investment Partners IX, Limited Partnership ("Oak IX"); Director Option to purchase 206 shares of Common Stock, which is held by Mr. Carano on behalf of Oak IX Affiliates Fund, Limited Partnership ("Oak IX Affiliates"); Director option to purchase 467 shares of Common Stock, which is held by Mr. Carano on behalf of Oak IX Affiliates Fund-A, Limited Partnership ("Oak IX Affiliates-A"); Director Options to purchase 38,326 shares of Common Stock, which is held by Mr. Carano on behalf of Oak Investment Partners X, Limited Partnership ("Oak X"); Director Option to purchase 616 shares of Common Stock, which is held by Mr. Carano on behalf of Oak X Affiliates Fund, Limited Partnership ("Oak X Affiliates"); and Director Options to purchase 1,375 shares of Common Stock, which is held by Mr. Carano on behalf of Oak Investment Partners XI, Limited Partnership ("Oak XI").
- F3Common Stock distributed was held by Oak IX, Oak IX Affiliates, Oak IX Affiliates-A, Oak X, Oak X Affiliates, and Oak XI. Oak Associates IX, L.L.C. is the General Partner of Oak IX; Oak IX Affiliates, L.L.C. is the General Partner of Oak IX Affiliates and Oak IX Affiliates-A; Oak Associates X, L.L.C. is the General Partner of Oak X; Oak X Affiliates, L.L.C. is the General Partner of Oak X Affiliates; and Oak Associates XI, L.L.C. is the General Partner of Oak XI and may be deemed to beneficially own the reported securities.
Remarks
Bandel L. Carano is a Director of the Issuer. Mr. Carano is a Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak IX; a Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates and Oak IX Affiliates-A; a Managing Member of Oak Associates X, L.L.C., the General Partner of Oak X; a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates; and a Managing Member of Oak Associates XI, L.L.C., the General Partner of Oak XI. This Form 4 is being filed by Bandel L. Carano, Oak IX, Oak IX Affiliates, Oak IX Affiliates-A, Oak X, Oak X Affiliates, and Oak XI (collectively the "Reporting Persons"). Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.