SEC Form 4 · accession 0001227025-18-000006
NEOPHOTONICS CORP · NPTN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin Lee Sitler
Officer — SVP, Global Sales
Period of report
Feb 28, 2018
Accepted (ET)
Mar 2, 2018 · 5:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001227025
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 28, 2018 | M | 8,000 | $0.00 | A | 100,111 | D | |
| Common Stock | Feb 28, 2018 | M | 11,200 | $0.00 | A | 111,311 | D | |
| Common Stock | Feb 28, 2018 | M | 9,900 | $0.00 | A | 121,211 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (right to acquire)F1,F2,F3 | $0.00 | Feb 28, 2018 | M | 8,000 | D | — | Oct 27, 2018 | Common Stock | 8,000 | 0 | D |
| Restricted Stock Units (right to acquire)F1,F2,F4 | $0.00 | Feb 28, 2018 | M | 11,200 | D | — | Aug 2, 2019 | Common Stock | 11,200 | 0 | D |
| Restricted Stock Units (right to acquire)F1,F2,F5 | $0.00 | Feb 28, 2018 | M | 9,900 | D | — | Jul 31, 2020 | Common Stock | 9,900 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of NeoPhotonics common stock.
- F2Mr. Sitler resigned his position with the Company, effective on February 28, 2018. According to the separation agreement between Mr. Sitler and the Company, the vesting of Mr. Sitler's outstanding equity awards were accelerated as though the awards continued to vest for a period of eighteen (18) months following the date of termination of his employment with the Company.
- F350% of the Shares shall vest on the 18-month anniversary of the Vesting Commencement Date, 25% vest on the next 12-month anniversary of the Vesting Commencement Date, and the remaining 25% will vest on the next 6-month anniversary of the vesting Commencement Date, so long as the optionee remains an employee of or consultant to the Company or its qualifying subsidiaries.
- F430% of the Shares shall vest on the first 12-month anniversary of the Vesting Commencement Date, 30% vest on the second 12-month anniversary of the Vesting Commencement Date, and the remaining 40% will vest on the third 12-month anniversary of the vesting Commencement Date, so long as the optionee remains an employee of or consultant to the Company or its qualifying subsidiaries.
- F5The shares vest in three equal annual installments, so long as the person remains an employee of or consultant to the Company or its qualifying subsidiaries. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.