0000902664-20-000395.txt : 20200123 0000902664-20-000395.hdr.sgml : 20200123 20200123121810 ACCESSION NUMBER: 0000902664-20-000395 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200123 DATE AS OF CHANGE: 20200123 GROUP MEMBERS: ANN H. LAMONT GROUP MEMBERS: BANDEL L. CARANO GROUP MEMBERS: EDWARD F. GLASSMEYER GROUP MEMBERS: FREDRIC W. HARMAN GROUP MEMBERS: OAK ASSOCIATES IX, LLC GROUP MEMBERS: OAK ASSOCIATES X, LLC GROUP MEMBERS: OAK ASSOCIATES XI, LLC GROUP MEMBERS: OAK INVESTMENT PARTNERS IX, LP GROUP MEMBERS: OAK INVESTMENT PARTNERS X, LP GROUP MEMBERS: OAK INVESTMENT PARTNERS XI, LP GROUP MEMBERS: OAK IX AFFILIATES FUND - A, LP GROUP MEMBERS: OAK IX AFFILIATES FUND, LP GROUP MEMBERS: OAK IX AFFILIATES, LLC 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: NEOPHOTONICS CORP CENTRAL INDEX KEY: 0001227025 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943253730 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86596 FILM NUMBER: 20541247 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 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/A 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/A 1 p20-0091sc13ga.htm NEOPHOTONICS CORPORATION

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 

NeoPhotonics Corporation

(Name of Issuer)
 

Common Stock, $0.0025 par value per share

(Title of Class of Securities)
 

64051T100

(CUSIP Number)
 

December 31, 2019

(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 23 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. 64051T10013G/APage 2 of 23 Pages

 

1

NAME OF REPORTING PERSON

Oak Investment Partners IX, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

19,452 shares of Common Stock[1]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

19,452 shares of Common Stock1

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,452 shares of Common Stock1

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.04%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

________________________

1 Represents options to acquire 19,452 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 3 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Oak Associates IX, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

19,452 shares of Common Stock[2]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

19,452 shares of Common Stock2

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,452 shares of Common Stock2

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.04%

12

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

 

________________________

2 Represents options to acquire 19,452 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 4 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Oak IX Affiliates Fund, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

206 shares of Common Stock[3]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

206 shares of Common Stock3

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

206 shares of Common Stock3

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.01%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

________________________

3 Represents options to acquire 206 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 5 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Oak IX Affiliates, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

673 shares of Common Stock[4]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

673 shares of Common Stock4

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

673 shares of Common Stock4

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.01%

12

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

 ________________________

4 Represents options to acquire 673 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 6 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Oak IX Affiliates Fund - A, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

467 shares of Common Stock[5]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

467 shares of Common Stock5

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

467 shares of Common Stock5

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.01%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

________________________

5 Represents 38 options to acquire 467 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 7 of 23 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) x

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

38,326 shares of Common Stock[6]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

38,326 shares of Common Stock6

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

38,326 shares of Common Stock6

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.08%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

________________________

6 Represents options to acquire 38,326 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 8 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Oak Associates X, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

38,326 shares of Common Stock[7]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

38,326 shares of Common Stock7

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

38,326 shares of Common Stock7

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.08%

12

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

 

 

________________________

7 Represents options to acquire 38,326 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 9 of 23 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) x

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

616 shares of Common Stock[8]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

616 shares of Common Stock8

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

616 shares of Common Stock8

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.01%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

________________________

8 Represents options to acquire 616 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 10 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Oak X Affiliates, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

616 shares of Common Stock[9]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

616 shares of Common Stock9

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

616 shares of Common Stock9

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.01%

12

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

 

________________________

9 Represents options to acquire 616 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 11 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Oak Investment Partners XI, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

1,375 shares of Common Stock[10]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

1,375 shares of Common Stock10

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,375 shares of Common Stock10

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.01%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

________________________

10 Represents options to acquire 1,375 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 12 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Oak Associates XI, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

1,375 shares of Common Stock[11]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

1,375 shares of Common Stock11

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,375 shares of Common Stock11

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.01%

12

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

 

 

________________________

11 Represents options to acquire 1,375 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 13 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Oak Management Corporation

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

60,442 shares of Common Stock[12]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

60,442 shares of Common Stock12

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,442 shares of Common Stock12

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.13%

12

TYPE OF REPORTING PERSON

CO

         

 

 

 

 

________________________

12 Represents options to acquire 60,442 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 14 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Bandel L. Carano

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

60,442 shares of Common Stock[13]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

60,442 shares of Common Stock13

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,442 shares of Common Stock13

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.13%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

________________________

13 Represents options to acquire 60,442 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 15 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Edward F. Glassmeyer

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

60,442 shares of Common Stock[14]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

60,442 shares of Common Stock14

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,442 shares of Common Stock14

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.13%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

________________________

14 Represents options to acquire 60,442 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 16 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Fredric W. Harman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

60,442 shares of Common Stock[15]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

60,442 shares of Common Stock15

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,442 shares of Common Stock15

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.13%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

________________________

15 Represents options to acquire 60,442 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 17 of 23 Pages

 

 

1

NAME OF REPORTING PERSON

Ann H. Lamont

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

60,442 shares of Common Stock[16]

7

SOLE DISPOSITIVE POWER

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

60,442 shares of Common Stock16

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,442 shares of Common Stock16

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.13%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

________________________

16 Represents options to acquire 60,442 shares of Common Stock.

 

CUSIP No. 64051T10013G/APage 18 of 23 Pages

 

 

Item 1(a). NAME OF ISSUER
  NeoPhotonics Corporation

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  2911 Zanker Road,
  San Jose, California 95134

 

Item 2(a). NAME OF PERSON FILING
  Oak Investment Partners IX, Limited Partnership ("Oak IX")
  Oak Associates IX, LLC
  Oak IX Affiliates Fund, Limited Partnership ("Oak IX Affiliates")
  Oak IX Affiliates, LLC
  Oak IX Affiliates Fund – A, Limited Partnership ("Oak IX Affiliates – A")
  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 Investment Partners XI, Limited Partnership ("Oak XI")
  Oak Associates XI, 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 $0.0025 per share

 

Item 2(e). CUSIP NUMBER
  64051T100

 

 

CUSIP No. 64051T10013G/APage 19 of 23 Pages

  

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;
  (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 48,241,131 shares of Common Stock outstanding as of October 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 filed with the Securities and Exchange Commission on November 4, 2019, plus certain shares described below that are issuable upon exercise by the Reporting Persons of options to acquire Common Stock.
   
  Oak Associates IX, LLC is the general partner of Oak IX; and Oak IX Affiliates, LLC is the general partner of both Oak IX Affiliates and Oak IX Affiliates - A.  Oak Management is the manager of each of Oak IX, Oak IX Affiliates, and Oak IX Affiliates - A.  Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of each of Oak Associates IX, LLC, Oak IX Affiliates, LLC and Oak IX Affiliates - A, and, as such, may be deemed to possess shared beneficial ownership of the shares of Common Stock held by such entities.

 

CUSIP No. 64051T10013G/APage 20 of 23 Pages

 

 

  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.
   
  Oak Associates XI, LLC is the general partner of Oak XI.  Oak Management is the manager of Oak XI.  Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of Oak Associates XI, LLC, and, as such, may be deemed to possess shared beneficial ownership of the shares of Common Stock held by the Oak XI.
   
  Amounts shown as beneficially owned by Oak IX and Oak Associates IX, LLC include 19,452 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak IX that are issuable upon exercise of options to acquire Common Stock.
   
  Amounts shown as beneficially owned by Oak IX Affiliates and Oak IX Affiliates, LLC include 206 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak IX Affiliates that are issuable upon exercise of options to acquire Common Stock.
   
  Amounts shown as beneficially owned by Oak IX Affiliates - A and Oak IX Affiliates, LLC include 467 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak IX Affiliates – A, that are issuable upon exercise of options to acquire Common Stock.
   
  Amounts shown as beneficially owned by Oak X and Oak Associates X, LLC include 38,326 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak X, that are issuable upon exercise of options to acquire Common Stock.
   
  Amounts shown as beneficially owned by Oak X Affiliates and Oak X Affiliates, LLC include 616 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak X Affiliates, that are issuable upon exercise of options to acquire Common Stock.
   
  Amounts shown as beneficially owned by Oak XI and Oak Associates XI, LLC include 1,375 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak XI, that are issuable upon exercise of options to acquire Common Stock.
   
  Amounts shown as beneficially owned by Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont, include an aggregate of 60,442 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak IX, Oak IX Affiliates, Oak IX Affiliates – A, Oak X, Oak X Affiliates or Oak XI (in each case as described above), that are issuable upon exercise of options to acquire Common Stock.

 

 

CUSIP No. 64051T10013G/APage 21 of 23 Pages

 

 

  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
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

 

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. 64051T10013G/APage 22 of 23 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 23, 2020

 

Entities:

Oak Investment Partners IX, Limited Partnership

Oak Associates IX, LLC

Oak IX Affiliates Fund, Limited Partnership

Oak IX Affiliates, LLC

Oak IX Affiliates Fund – A, Limited Partnership

Oak Investment Partners X, Limited Partnership

Oak Associates X, LLC

Oak X Affiliates Fund, Limited Partnership

Oak X Affiliates, LLC

Oak Investment Partners XI, Limited Partnership

Oak Associates XI, 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. 64051T10013G/APage 23 of 23 Pages

INDEX TO EXHIBITS

 

EXHIBIT A - Joint Filing Agreement (previously filed)

 

EXHIBIT B - Power of Attorney (previously filed)