rrd268094_302674.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fb/y3oxpfcIKlHIEQvlVqMxgXdMefCdEjgi+ZnmRXDnOrdTd6HttX3G0To6lUADV gwJ2XQRUkQTCjC2SqVT1Cg== 0001181431-11-006357.txt : 20110201 0001181431-11-006357.hdr.sgml : 20110201 20110201165352 ACCESSION NUMBER: 0001181431-11-006357 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110201 FILED AS OF DATE: 20110201 DATE AS OF CHANGE: 20110201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEOPHOTONICS CORP CENTRAL INDEX KEY: 0001227025 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2911 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 951342125 BUSINESS PHONE: 4082329200 MAIL ADDRESS: STREET 1: 2911 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95134 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS T PETER CENTRAL INDEX KEY: 0001201589 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35061 FILM NUMBER: 11563717 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 2-290 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 rrd299129.xml FORM 3 X0203 3 2011-02-01 0 0001227025 NEOPHOTONICS CORP NPTN 0001201589 THOMAS T PETER 2911 ZANKER ROAD SAN JOSE CA 94134 1 0 0 0 Common Stock 105563 I See Footnotes Series 1 Preferred Stock Common Stock 329101 I See Footnotes Series 2 Preferred Stock Common Stock 105302 I See Footnotes Series 3 Preferred Stock Common Stock 149999 I See Footnotes Series X Preferred Stock Common Stock 75360 I See Footnotes Stock Option (right to buy) 7.5 2020-12-12 Common Stock 1000 D Stock Option (right to buy) 12 2020-01-26 Common Stock 4000 D The Reporting Person is a member of the Issuer's board of directors. The Reporting Person is a Managing Director of ATA Management I, LLC, the General Partner of ATA Ventures I, L.P., ATA Affiliates Fund I, L.P. and ATA Investment Fund I, L.P., and as such, may be deemed to have beneficial ownership with respect to the shares held by the ATA entities. The Reporting Person is a General Partner of Institutional Venture Management VII, L.P., the General Partner of Institutional Ventures Partners VII, L.P., and is a General Partner of Institutional Venture Management VI, L.P., the General Partner of IVP Founders Fund I, L.P., and as such, may be deemed to have beneficial ownership with respect to the shares held by the IVP entities. The Reporting Person disclaims beneficial ownership of all the shares referenced above except to the extent of his proportionate pecuniary interests therein. Includes 72,252 shares held by ATA Ventures I, L.P., 2,734 shares held by ATA Affiliates Fund I, L.P. and 686 shares held by ATA Investment Fund I L.P. Also includes 29,289 shares held by Institutional Venture Partners VII, L.P., 589 shares held by Institutional Venture Management VII, L.P. and 13 shares held by IVP Founders Fund I, L.P. Each share of Issuer's Series 1 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. Includes 244,032 shares held by ATA Ventures I, L.P., 9,239 shares held by ATA Affiliates Fund I, L.P. and 2,323 shares held by ATA Investment Fund I L.P. Also includes 72,037 shares held by Institutional Venture Partners VII, L.P. and 1,470 shares held by Institutional Venture Management VII, L.P. Each share of Issuer's Series 2 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. Includes 81,102 shares held by ATA Ventures I, L.P., 3,070 shares held by ATA Affiliates Fund I, L.P. and 772 shares held by ATA Investment Fund I L.P. Also includes 19,951 shares held by Institutional Venture Partners VII, L.P. and 407 shares held by Institutional Venture Management VII, L.P. 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. Includes 114,571 shares held by ATA Ventures I, L.P., 4,338 shares held by ATA Affiliates Fund I, L.P. and 1,090 shares held by ATA Investment Fund I L.P. Also includes 29,400 shares held by Institutional Venture Partners VII, L.P. and 600 shares held by Institutional Venture Management VII, L.P. Each share of Issuer's Series X Preferred Stock will automatically convert into 400 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date. Includes 15,280 shares of common stock issuable upon conversion of Series X Preferred Stock held by ATA Ventures I, L.P., 576 shares of common stock issuable upon conversion of Series X Preferred Stock held by ATA Affiliates Fund I, L.P. and 144 shares of common stock issuable upon conversion of Series X Preferred Stock held by ATA Investment Fund I, L.P. Also includes 58,176 shares of common stock issuable upon conversion of Series X Preferred Stock held by Institutional Venture Partners VII, L.P. and 1,184 shares of common stock issuable upon conversion of Series X Preferred Stock held by Institutional Venture Management VII, L.P. 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. 50% of the option shares shall vest on the one-year anniversary of the vesting commencement date (12/08/2009), and 1/24th 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. /s/ T. Peter Thomas by Erin Williams, Attorney-in-Fact 2011-02-01 EX-24. 2 rrd268094_302674.htm AUTHORIZATION LETTER & POWER OF ATTORNEY rrd268094_302674.html

				AUTHORIZATION LETTER

January 13, 2011

Securities and Exchange Commission
100 F Street
Washington, D.C. 20549
Attn: Filing Desk

To Whom It May Concern:

By means of this letter I authorize Timothy Jenks, James D. Fay, Erin Williams
and John Sellers, or any of them individually, to sign on my behalf all forms
required under Section 16(a) of the Securities Exchange Act of 1934, as amended,
relating to transactions involving the stock or derivative securities of
NeoPhotonics Corporation (the "Company"). Any of these individuals is
accordingly authorized to sign any Form 3, Form 4, Form 5 or amendment thereto
which I am required to file with the same effect as if I had signed them myself.

This authorization shall remain in effect until revoked in writing by me.

Yours truly,

/s/ Peter T. Thomas
- -------------------------------
Peter T. Thomas

				POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Timothy Jenks, James D. Fay, Erin Williams and John Sellers,
signing individually, the undersigned's true and lawful attorneys-in fact and
agents to:

                (1) execute for and on behalf of the undersigned, an officer,
        director or holder of 10% of more of a registered class of securities of
        NeoPhotonics Corporation (the "Company"), Forms 3, 4 and 5 in accordance
        with Section 16(a) of the Securities Exchange Act of 1934, as amended
        (the "Exchange Act") and the rules thereunder;

                (2) do and perform any and all acts for and on behalf of the
        undersigned that may be necessary or desirable to complete and execute
        such Form 3, 4 or 5, complete and execute any amendment or amendments
        thereto, and timely file such forms or amendments with the United States
        Securities and Exchange Commission and any stock exchange or similar
        authority; and

                (3) take any other action of any nature whatsoever in connection
        with the foregoing which, in the opinion of such attorney-in-fact, may
        be of benefit, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact shall no longer be
employed or retained by the Company.

        IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to
be executed as of this 13th day of January, 2011.

                                        /s/ Peter T. Thomas
                                        ---------------------------
                                        Peter T. Thomas

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