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^*

Sitler Benjamin Lee

(Last)

(First)

(Middle)

2911 ZANKER ROAD

(Street)

SAN JOSE

94134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2011

3. Issuer Name and Ticker or Trading Symbol
NEOPHOTONICS CORP [ NPTN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Global Sales

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	15,128	D

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)
Series 3 Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	8,713	⁽¹⁾	D
Stock Option (right to buy)	⁽²⁾	07/29/2017	Common Stock	24,000	$4.25	D
Stock Option (right to buy)	⁽⁹⁾	07/29/2017	Common Stock	6,000	$4.25	D
Stock Option (right to buy)	⁽⁴⁾	07/29/2017	Common Stock	1,400	$4.25	D
Stock Option (right to buy)	⁽⁴⁾	07/29/2017	Common Stock	2,000	$4.25	D
Stock Option (right to buy)	⁽³⁾	10/23/2017	Common Stock	4,000	$4.25	D
Stock Option (right to buy)	⁽⁴⁾	05/14/2018	Common Stock	595	$4.25	D
Stock Option (right to buy)	⁽⁵⁾	11/03/2018	Common Stock	16,594	$4.25	D
Stock Option (right to buy)	⁽⁶⁾	05/27/2019	Common Stock	23,999	$4.25	D
Stock Option (right to buy)	⁽⁸⁾	01/26/2020	Common Stock	8,400	$12	D
Stock Option (right to buy)	⁽⁷⁾	12/12/2020	Common Stock	12,000	$7.5	D

Explanation of Responses:

1. Each share of Issuer's Series 3 Preferred Stock will automatically convert into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.

2. Shares shall vest at a rate of 1/48th of the total number of option shares on each monthly anniversary of the vesting commencement date (07/30/2007), so long as the Reporting Person remains an employee of or consultant to the Issuer.

3. 25% of the option shares shall vest on the one-year anniversary of the vesting commencement date (01/01/2008), and 1/48th of the total number of option shares shall vest on each monthly anniversary thereafter, so long as the Reporting Person remains an employee of or consultant to the Issuer or its qualifying subsidiaries.

4. 100% of the shares subject to the option are vested and exercisable.

5. Shares shall vest at a rate of 1/48th of the total number of option shares on each monthly anniversary of the vesting commencement date (08/01/2008), so long as the Reporting Person remains an employee of or consultant to the Issuer. This grant is early exercisable.

6. 25% of the option shares shall vest on the one-year anniversary of the vesting commencement date (05/01/2009), and 1/48th of the total number of option shares shall vest on each monthly anniversary thereafter, so long as the Reporting Person remains an employee of or consultant to the Issuer or its qualifying subsidiaries. This grant is early exercisable.

7. 25% of the option shares shall vest on the one-year anniversary of the vesting commencement date (12/01/2010), and 1/48th of the total number of option shares shall vest on each monthly anniversary thereafter, so long as the Reporting Person remains an employee of or consultant to the Issuer or its qualifying subsidiaries. This grant is early exercisable.

8. 50% of the option shares shall vest on the two-year anniversary of the vesting commencement date (01/27/2010), and 1/48th of the total number of option shares shall vest on each monthly anniversary thereafter, so long as the Reporting Person remains an employee of or consultant to the Issuer or its qualifying subsidiaries.

9. 100% of the shares vest on the four-year anniversary of the vesting commencement date (07/30/2007).

	/s/ Benjamin Lee Sitler by Erin Williams, Attorney-in-Fact	02/01/2011
	** 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).
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