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Form 4 NEOPHOTONICS CORP For: Aug 03 Filed by: ABBE CHARLES J

August 5, 2022 8:08 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
ABBE CHARLES J

(Last) (First) (Middle)
C/O NEOPHOTONICS CORPORATION
3081 ZANKER ROAD

(Street)
SAN JOSE CA 95134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEOPHOTONICS CORP [ NPTN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/03/2022   D   139,684 (1) D (1) 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 8.09 08/03/2022   D     3,090   (2)   (2) Common Stock 3,090 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 8.56 08/03/2022   D     8,960   (2)   (2) Common Stock 8,960 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 8.68 08/03/2022   D     2,880   (2)   (2) Common Stock 2,880 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 9.2 08/03/2022   D     7,521   (2)   (2) Common Stock 7,521 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 9.41 08/03/2022   D     2,656   (2)   (2) Common Stock 2,656 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 10.17 08/03/2022   D     7,641   (2)   (2) Common Stock 7,641 (2) 0 D  
Restricted Stock Unit (right to acquire) $ 0 08/03/2022   D     5,787   (3)   (3) Common Stock 5,787 (3) 0 D  
Explanation of Responses:
1. 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").
2. 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.
3. 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.
Remarks:
Exhibit List
Exhibit 24: Authorization Letter
/s/ John Sellers, Attorney-in-fact 08/05/2022
** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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/ Charles J. Abbe
Signature

Charles J. Abbe		1 May 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 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 caused this Power of Attorney to be
executed as of this 1st day of May, 2020.

/s/ Charles J. Abbe
Signature

Charles J. Abbe
Exact Name of Insider



 


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