FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEOPHOTONICS CORP [ NPTN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/13/2014 | P | 18,500 | A | $2.7944 | 18,500 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive Stock Option (right to buy) | $6.86 | 12/23/2013(1) | A | 58,308 | (2) | 12/22/2023 | Common Stock | 58,308 | $0 | 58,308 | D | ||||
Non-Qualified Stock Option (right to buy) | $6.86 | 12/23/2013(1) | A | 16,692 | (2) | 12/22/2023 | Common Stock | 16,692 | $0 | 16,692 | D | ||||
Non-Qualified Stock Option (right to buy) | $6.86 | 12/23/2013(1) | A | 75,000 | (3) | 12/23/2023 | Common Stock | 75,000 | $0 | 75,000 | D | ||||
Restricted Stock Units (right to acquire) | $0 | 12/23/2013(1) | A | 25,000 | (4) | 12/23/2016(5) | Common Stock | 25,000 | $0 | 25,000 | D |
Explanation of Responses: |
1. This grant was previously reported on the Reporting Person's Form 3 filed on 1/2/14. |
2. 25% of the Option Shares shall vest on the one-year anniversary of the Vesting Commencement Date, and 1/48th of the total number of Option Shares shall vest on each monthly anniversary of the Vesting Commencement Date, so long as the optionee remains an employee of or consultant to the Company or its qualifying subsidiaries. |
3. 100% of the shares subject to the option will vest on December 12, 2019; provided, however, if, during the term of the option (i) the average closing price of the Company's common stock over a period of 20 consecutive trading days is equal to or greater than $15.00 per share (as adjusted for stock splits, recombinations and the like), and (ii) Reporting Person remains in Continuous Service with the Company through such period (the "Performance Condition"), then 100% of the shares subject to the option will fully accelerate and vest. |
4. The 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. |
5. Represents the vest date of the last installment of this award. |
/s/Clyde R Wallin | 08/15/2014 | |
** 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 4 (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. |