0001209191-22-044613.txt : 20220805 0001209191-22-044613.hdr.sgml : 20220805 20220805173810 ACCESSION NUMBER: 0001209191-22-044613 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220803 FILED AS OF DATE: 20220805 DATE AS OF CHANGE: 20220805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMASWAMI RAJIV CENTRAL INDEX KEY: 0001483009 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35061 FILM NUMBER: 221141892 MAIL ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 3081 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4082329200 MAIL ADDRESS: STREET 1: 3081 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95134 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-08-03 1 0001227025 NEOPHOTONICS CORP NPTN 0001483009 RAMASWAMI RAJIV C/O NEOPHOTONICS CORPORATION 3081 ZANKER ROAD SAN JOSE CA 95134 1 0 0 0 Common Stock 2022-08-03 4 D 0 49459 D 0 D Non-Qualified Stock Option (right to buy) 3.25 2022-08-03 4 D 0 7692 D Common Stock 7692 0 D Non-Qualified Stock Option (right to buy) 4.33 2022-08-03 4 D 0 14056 D Common Stock 14056 0 D Non-Qualified Stock Option (right to buy) 6.78 2022-08-03 4 D 0 12486 D Common Stock 12486 0 D Non-Qualified Stock Option (right to buy) 8.56 2022-08-03 4 D 0 8960 D Common Stock 8960 0 D Non-Qualified Stock Option (right to buy) 8.68 2022-08-03 4 D 0 2880 D Common Stock 2880 0 D Non-Qualified Stock Option (right to buy) 9.20 2022-08-03 4 D 0 7521 D Common Stock 7521 0 D Non-Qualified Stock Option (right to buy) 9.41 2022-08-03 4 D 0 2656 D Common Stock 2656 0 D Non-Qualified Stock Option (right to buy) 10.17 2022-08-03 4 D 0 7641 D Common Stock 7641 0 D Restricted Stock Unit (right to acquire) 0.00 2022-08-03 4 D 0 5787 D Common Stock 5787 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated November 3, 2021, by and among the Issuer, Lumentum Holdings Inc., a Delaware corporation ("Lumentum"), and Neptune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Lumentum ("Merger Sub"), on August 3, 2022 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Lumentum. In connection with the Merger, these shares were cancelled and converted into the right to receive $16.00 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration"). Options to purchase common stock of the Issuer, whether vested or unvested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration, less the exercise price per share of such cancelled option. Restricted Stock Unit Awards of the Issuer, whether vested or unvested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration. Exhibit List Exhibit 24: Authorization Letter /s/ John Sellers, Attorney-in-fact 2022-08-05 EX-24 2 attachment1.htm EX-24 DOCUMENT

Authorization Letter

March 23,2020

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, Elizabeth Eby, Barbara Rogan
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/ Rajiv Ramaswami
Signature

Rajiv Ramaswami                 5/5/2020
Print Name                      Date Signed


POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Timothy Jenks, Elizabeth Eby, Barbara Rogan and John Sellers, signing
individually, the undersigned's true and lawful attorneys-in fact and agents

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 wiling
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 caused this Power of Attorney to be
executed as of this 5th day of May, 2020.


/s/ Rajiv Ramaswami
Signature

Rajiv Ramaswami
Print Name