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^*

THOMAS T PETER

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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	105,563	I	See Footnotes⁽¹⁾⁽²⁾

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 1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	329,101	⁽³⁾	I	See Footnotes⁽¹⁾⁽⁴⁾
Series 2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	105,302	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽⁶⁾
Series 3 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	149,999	⁽⁷⁾	I	See Footnotes⁽¹⁾⁽⁸⁾
Series X Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	75,360	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽¹⁰⁾
Stock Option (right to buy)	⁽¹¹⁾	12/12/2020	Common Stock	1,000	$7.5	D
Stock Option (right to buy)	⁽¹²⁾	01/26/2020	Common Stock	4,000	$12	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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	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).
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