0000902664-19-000455.txt : 20190128 0000902664-19-000455.hdr.sgml : 20190128 20190128125352 ACCESSION NUMBER: 0000902664-19-000455 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190128 DATE AS OF CHANGE: 20190128 GROUP MEMBERS: ANN H. LAMONT GROUP MEMBERS: BANDEL L. CARANO GROUP MEMBERS: EDWARD F. GLASSMEYER GROUP MEMBERS: FREDRIC W. HARMAN GROUP MEMBERS: OAK ASSOCIATES X, LLC GROUP MEMBERS: OAK INVESTMENT PARTNERS X, LP GROUP MEMBERS: OAK MANAGEMENT CORP GROUP MEMBERS: OAK X AFFILIATES FUND, LP GROUP MEMBERS: OAK X AFFILIATES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NLIGHT, INC. CENTRAL INDEX KEY: 0001124796 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 912066376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90457 FILM NUMBER: 19544560 BUSINESS ADDRESS: STREET 1: 5408 NE 88TH STREET STREET 2: BUILDING E CITY: VANCOUVER STATE: WA ZIP: 98665 BUSINESS PHONE: 360-566-4460 MAIL ADDRESS: STREET 1: 5408 NE 88TH STREET STREET 2: BUILDING E CITY: VANCOUVER STATE: WA ZIP: 98665 FORMER COMPANY: FORMER CONFORMED NAME: NLIGHT PHOTONICS CORP DATE OF NAME CHANGE: 20000925 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAK MANAGEMENT CORP CENTRAL INDEX KEY: 0001030818 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 901 MAIN AVENUE, SUITE 600 CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2032268346 MAIL ADDRESS: STREET 1: 901 MAIN AVENUE, SUITE 600 CITY: NORWALK STATE: CT ZIP: 06851 SC 13G 1 p19-0214sc13g.htm NLIGHT, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

nLight, Inc.

(Name of Issuer)
 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

65487K100

(CUSIP Number)
 

December 31, 2018

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
 
(Page 1 of 15 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 65487K10013G

Page 2 of 15 Pages

 

1

NAME OF REPORTING PERSON

Oak Investment Partners X, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0 Shares of Common Stock

6

SHARED VOTING POWER

4,367,557 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

4,367,557 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,367,557 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.94%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 65487K10013G

Page 3 of 15 Pages

 

1

NAME OF REPORTING PERSON

Oak Associates X, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0 shares of Common Stock

6

SHARED VOTING POWER

4,367,557 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

4,367,557 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,367,557 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.94%

12

TYPE OF REPORTING PERSON

OO-LLC

         

 

CUSIP No. 65487K10013G

Page 4 of 15 Pages

 

1

NAME OF REPORTING PERSON

Oak X Affiliates Fund, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0 shares of Common Stock

6

SHARED VOTING POWER

70,110 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

70,110 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,110 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.19%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 65487K10013G

Page 5 of 15 Pages

 

1

NAME OF REPORTING PERSON

Oak X Affiliates, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0 shares of Common Stock

6

SHARED VOTING POWER

70,110 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

70,110 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,110 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.19%

12

TYPE OF REPORTING PERSON

OO-LLC

         

 

CUSIP No. 65487K10013G

Page 6 of 15 Pages

 

1

NAME OF REPORTING PERSON

Oak Management Corporation

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0 shares of Common Stock

6

SHARED VOTING POWER

4,437,667 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

4,437,667 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,437,667 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.13%

12

TYPE OF REPORTING PERSON

CO

         

 

CUSIP No. 65487K10013G

Page 7 of 15 Pages

 

1

NAME OF REPORTING PERSON

Bandel L. Carano

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0 shares of Common Stock

6

SHARED VOTING POWER

4,437,667 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

4,437,667 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,437,667 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.13%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 65487K10013G

Page 8 of 15 Pages

 

1

NAME OF REPORTING PERSON

Edward F. Glassmeyer

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0 shares of Common Stock

6

SHARED VOTING POWER

4,437,667 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

4,437,667 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,437,667 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.13%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 65487K10013G

Page 9 of 15 Pages

 

1

NAME OF REPORTING PERSON

Fredric W. Harman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0 shares of Common Stock

6

SHARED VOTING POWER

4,437,667 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

4,437,667 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,437,667 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.13%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 65487K10013G

Page 10 of 15 Pages

 

1

NAME OF REPORTING PERSON

Ann H. Lamont

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0 shares of Common Stock

6

SHARED VOTING POWER

4,437,667 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

4,437,667 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,437,667 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.13%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 65487K10013G

Page 11 of 15 Pages

 

Item 1(a). NAME OF ISSUER
  nLight, Inc.
   

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  5408 NE 88th Street, Building E
  Vancouver, Washington 98665
   

 

Item 2(a). NAME OF PERSON FILING
  Oak Investment Partners X, Limited Partnership ("Oak X")
  Oak Associates X, LLC
  Oak X Affiliates Fund, Limited Partnership ("Oak X Affiliates")
  Oak X Affiliates, LLC
  Oak Management Corporation ("Oak Management")
  Bandel L. Carano
  Edward F. Glassmeyer
  Fredric W. Harman
  Ann H. Lamont
   

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  c/o Oak Management Corporation
  901 Main Avenue, Suite 600
  Norwalk, CT 06851
   

 

Item 2(c). CITIZENSHIP
  Please refer to Item 4 on each cover sheet for each filing person.
   

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, par value $0.001 per share
   

 

Item 2(e). CUSIP NUMBER
  65487K100
   

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;

 

CUSIP No. 65487K10013G

Page 12 of 15 Pages

 

  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ____________________________

   

 

Item 4. OWNERSHIP
  The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.
   
  The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons are based upon approximately 36,571,861 shares of Common Stock outstanding as of November 6, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission on November 8, 2018.
   
  Oak Associates X, LLC is the general partner of Oak X; and Oak X Affiliates, LLC is the general partner of Oak X Affiliates.  Oak Management is the manager of each of Oak X and Oak X Affiliates.  Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of each of Oak Associates X, LLC and Oak X Affiliates, LLC, and, as such, may be deemed to possess shared beneficial ownership of the shares of common stock held by such entities.
   
  By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of all shares of Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
  Not applicable.
   

 

CUSIP No. 65487K10013G

Page 13 of 15 Pages

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
  Not applicable.
   

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
  Not applicable.
   

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  Not applicable.
   

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
  Not applicable.
   

 

Item 10. CERTIFICATION  
  Not applicable.
   

 

 

CUSIP No. 65487K10013G

Page 14 of 15 Pages

 

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such entity or individual is true, complete and correct.

 

DATE:  January 28, 2019  
   
Entities:  
Oak Investment Partners X, Limited Partnership  
Oak Associates X, LLC  
Oak X Affiliates Fund, Limited Partnership  
Oak X Affiliates, LLC  
Oak Management Corporation  
   
   
/s/ Edward F. Glassmeyer  
Name: Edward F. Glassmeyer  
Title: General Partner or Managing Member or attorney-in-fact for the above-listed entities  
   
Individuals:  
Bandel L. Carano  
Edward F. Glassmeyer  
Fredric W. Harman  
Ann H. Lamont  
   
   
/s/ Edward F. Glassmeyer  
Edward F. Glassmeyer, individually and as attorney-in-fact for the above-listed individuals  
   
   

 

 

CUSIP No. 65487K10013G

Page 15 of 15 Pages

INDEX TO EXHIBITS

 

EXHIBIT A - Joint Filing Agreement

 

EXHIBIT B - Power of Attorney

 

 

   

EXHIBIT A

 

Joint Filing Agreement

 

Each of the undersigned hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate.

 

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto with respect to the Issuer.

 

 

Dated: January 28, 2019  
   
Entities:  
Oak Investment Partners X, Limited Partnership  
Oak Associates X, LLC  
Oak X Affiliates Fund, Limited Partnership  
Oak X Affiliates, LLC  
Oak Management Corporation  

 

By: /s/ Edward F. Glassmeyer
  Edward F. Glassmeyer, as
  General Partner or Managing Member
  or as attorney-in-fact for the
  above-listed entities
   
   

 

Individuals:  
Bandel L. Carano  
Edward F. Glassmeyer  
Fredric W. Harman  
Ann H. Lamont  
   
   

 

By: /s/ Edward F. Glassmeyer
  Edward F. Glassmeyer,
  individually and as
  attorney-in-fact for the
  above-listed individuals
   

 

 

 

   

EXHIBIT B

 

Power of Attorney

 

The undersigned hereby make, constitute and appoint each of Edward F. Glassmeyer and Fredric W. Harman acting jointly or individually, with full power of substitution, the true and lawful attorney-in-fact for the undersigned, in the undersigned's name, place and stead and on the undersigned's behalf, to complete, execute and file with the United States Securities and Exchange Commission (the "Commission"), a statement on Schedule 13G and/or 13D with respect to the securities of nLight, Inc., a Delaware corporation, and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that the attorneys-in-fact (or either of them) deems necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations.

 

Dated: January 28, 2019

 

Oak Management Corporation Oak Investment Partners X, Limited Partnership
  By: Oak Associates X, LLC, its general partner
   
   
By: /s/ Edward F. Glassmeyer By: /s/ Edward F. Glassmeyer
Name: Edward F. Glassmeyer Name: Edward F. Glassmeyer
Title: President Title: Managing Member
   
   
Oak Associates X, LLC Oak X Affiliates Fund, Limited Partnership
  By: Oak X Affiliates, LLC, its general partner
   
By: /s/ Edward F. Glassmeyer  
Name: Edward F. Glassmeyer By: /s/ Edward F. Glassmeyer
Title: Managing Member Name: Edward F. Glassmeyer
  Title: Managing Member
   
Oak X Affiliates, LLC  
   
By: /s/ Edward F. Glassmeyer   /s/ Bandel L. Carano
Name: Edward F. Glassmeyer   Bandel L. Carano
Title: Managing Member  

 

  /s/ Edward F. Glassmeyer   /s/ Fredric W. Harman
  Edward F. Glassmeyer   Fredric W. Harman

 

   
  /s/ Ann H. Lamont   
  Ann H. Lamont