SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dodani Shrichand

(Last)

(First)

(Middle)

C/O OPNEXT, INC.

1 CHRISTOPHER WAY

(Street)

EATONTOWN

07724

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2009

3. Issuer Name and Ticker or Trading Symbol
OPNEXT INC [ OPXT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres, Opnext Subsystems, Inc.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	374,360	D
Common Stock	818,200 ⁽¹⁾	I	See footnote ⁽¹⁾
Common Stock	11,291 ⁽²⁾	I	See footnote ⁽²⁾
Common Stock	121,215 ⁽³⁾	I	See footnote ⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Buy)	⁽⁴⁾	⁽⁵⁾	Common Stock	200,000	1.68	D

Explanation of Responses:

1. The shares represent the Reporting Person's percentage interest in an Employee Liquidity Bonus Plan pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 9, 2008, by and among the issuer, StrataLight Communications, Inc., Omega Merger Sub 1, Inc., Omega Merger Sub 2, Inc. and Jerome S. Contro. There are a total of 2,866,843 shares held for the benefit of participants in such plan. The Reporting Person currently holds a 28.54% interest in such plan and such percentage interest is subject to increase upon a forfeiture by other participants in such plan.

2. The shares represent the Reporting Person's interest in an escrow account pursuant to the terms of that certain Escrow Agreement, dated as of January 9, 2009, by and among the issuer, StrataLight Communications, Inc., Jerome S. Contro and Wells Fargo Bank, National Association (the "Escrow Account"). Such shares are subject to reduction or forfeiture pursuant to and in accordance with the terms of such Escrow Agreement.

3. The shares represent the Reporting Person's percentage interest in the shares held in the Escrow Account for the benefit of the participants in the Employee Liquidity Bonus Plan described in Footnote 1 above. Such shares are subject to reduction or forfeiture pursuant to and in accordance with the terms of the Escrow Agreement described in Footnote 2 above and are subject to increase upon a forfeiture by other participants in such plan.

4. The options shall become fully vested and exercisable on the earliest to occur of: (a) September 9, 2009; (b) the date on which the Reporting Person's position with the issuer changes from President, Opnext Subsystems, Inc. to senior advisor; or (c) the date on which the Reporting Person's service with the issuer is terminated (i) by the issuer without cause, or (ii) by reason of the Reporting Person's death or disability.

5. The expiration date of the grant will be the third anniversary of the vesting date as noted in Footnote 4 above.

Remarks:

EXHIBIT LIST Power of Attorney

	/s/ Tammy L. Wedemeyer, Attorney-in-Fact for Reporting Person	03/02/2009
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.