SEC Form 4 · accession 0001227025-18-000071
NEOPHOTONICS CORP · NPTN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Yang Chiah Yee
Officer — Senior VP, Global Sales
Period of report
Jul 25, 2018
Accepted (ET)
Jul 26, 2018 · 9:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001227025
Table I — non-derivative securities
No Table I lines on this filing.
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 | $0.00 | Jul 25, 2018 | A | 50,000 | A | — | Jul 1, 2025 | Common Stock | 50,000 | 50,000 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of NeoPhotonics common stock.
- F2These restricted stock units are scheduled to vest 25% of the underlying shares on July 1, 2019, 25% on July 1, 2020, 25% on July 1, 2021 and 25% on July 1, 2022, so long as the person remains an employee of or consultant to the Company or its qualifying subsidiaries and additionally subject to achievement of the performance conditions described in the next sentence. In addition to the foregoing time-based vesting conditions, these restricted stock units will vest if the 30-day weighted average closing price of the Company's common stock is equal to or greater than certain price targets per share (30% of the shares upon a $10 price target, 30% upon an $11 price target and 40% upon a $12 price target). Both the time-based vesting and the performance condition must be met for vesting of the applicable shares. 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.