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^*

CARANO BANDEL L

(Last)

(First)

(Middle)

C/O OAK INVESTMENT PARTNERS

525 UNIVERSITY AVENUE, SUITE 1300

(Street)

PALO ALTO

94301

(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	X	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)

	Form filed by One Reporting Person
X	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	154,220	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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	⁽⁵⁾	⁽⁵⁾	Common Stock	420,701	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾
Series 2 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	156,518	⁽⁷⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁸⁾
Series 3 Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,048,226	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽¹⁰⁾
Series X Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,515,808	⁽¹¹⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽¹²⁾
Stock Option (right to buy)	⁽¹³⁾	12/12/2020	Common Stock	1,000	$7.5	D
Stock Option (right to buy)	⁽¹⁴⁾	01/26/2020	Common Stock	4,000	$12	D

1. Name and Address of Reporting Person^*

CARANO BANDEL L

(Last)

(First)

(Middle)

C/O OAK INVESTMENT PARTNERS

525 UNIVERSITY AVENUE, SUITE 1300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OAK INVESTMENT PARTNERS IX L P

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 1300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OAK IX AFFILIATES FUND A LP

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 1300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OAK IX AFFILIATES FUND LP

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 1300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OAK INVESTMENT PARTNERS X LTD PARTNERSHIP

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 1300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OAK X AFFILIATES FUND LP

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 1300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Bandel L. Carano is a member of the Issuer's board of directors as designee of Oak Investment Partners. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners IX, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates IX, LLC, the General Partner of Oak Investment Partners IX, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak IX Affiliates Fund, L.P. and Oak IX Affiliates Fund-A, L.P. are Bandel L. Carano, Fredric W. Harman, Edward F. Glassmeyer, Gerald R. Gallagher and Ann H. Lamont, each of whom is a Managing Member of Oak IX Affiliates, LLC, the General Partner of both Oak IX Affiliates Fund, L.P. and Oak IX Affiliates Fund-A, L.P. (Continued in Footnote 2).

2. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners X, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates X, LLC, the General Partner of Oak Investment Partners X, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak X Affiliates Fund, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak X Affiliates, LLC, the General Partner of Oak X Affiliates Fund, L.P. (Continued in Footnote 3).

3. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners XI, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates XI, LLC, the General Partner of Oak Investment Partners XI, L.P. Bandel L. Carano and these individuals disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.

4. Includes 141,631 shares directly owned by Oak Investment Partners IX, LP, 3,395 shares directly owned by Oak IX Affiliates Fund A, LP, 1,506 shares directly owned by Oak IX Affiliates Fund, LP and 7,688 shares directly owned by Oak Investment Partners XI, LP.

5. 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.

6. Includes 406,611 shares directly owned by Oak Investment Partners IX, LP, 9,758 shares directly owned by Oak IX Affiliates Fund A, LP and 4,332 shares directly owned by Oak IX Affiliates Fund, LP.

7. 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.

8. Includes 151,275 shares directly owned by Oak Investment Partners IX, LP, 3,631 shares directly owned by Oak IX Affiliates Fund A, LP and 1,612 shares directly owned by Oak IX Affiliates Fund, LP.

9. 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.

10. Includes 923,355 shares directly owned by Oak Investment Partners IX, LP, 22,163 shares directly owned by Oak IX Affiliates Fund A, LP, 9,841 shares directly owned by Oak IX Affiliates Fund, LP and 92,867 shares directly owned by Oak Investment Partners XI, LP.

11. 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.

12. Includes 3,460,256 shares of common stock issuable upon conversion of Series X Preferred Stock directly owned by Oak Investment Partners X, LP and 55,552 shares of common stock issuable upon conversion of Series X Preferred Stock directly owned by Oak X Affiliates Fund, LP.

13. Includes shares subject to an option that is held by Mr. Carano on behalf of the Oak Investment Partners XI, L.P., Oak Investment Partners X, L.P., Oak X Affiliates Fund, L.P., Oak Investment Partners IX, L.P., Oak IX Affiliates Fund, L.P. and Oak IX Affiliates Fund-A, 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 Bandel L. Carano remains an employee of or consultant to the Issuer or its qualifying subsidiaries.

14. Includes shares subject to an option that is held by Mr. Carano on behalf of the Oak Investment Partners XI, L.P., Oak Investment Partners X, L.P., Oak X Affiliates Fund, L.P., Oak Investment Partners IX, L.P., Oak IX Affiliates Fund, L.P. and Oak IX Affiliates Fund-A, L.P. 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 Bandel L. Carano remains an employee of or consultant to the Issuer or its qualifying subsidiaries.

	/s/ Bandel L Carano	02/01/2011
	/s/ Oak Investment Partners IX, Limited Partnership by Bandel L. Carano, Managing Member of Oak Associates IX, LLC The General Partner of Oak Investment Partners IX, Limited Partnership	02/01/2011
	/s/ Oak IX Affiliates Fund A, Limited Partnership by Bandel L. Carano, Managing Member of Oak Associates IX, LLC The General Partner of Oak IX Affiliates Fund A, Limited Partnership	02/01/2011
	/s/ Oak IX Affiliates Fund, Limited Partnership by Bandel L. Carano, Managing Member of Oak Associates IX, LLC The General Partner of Oak IX Affiliates Fund, Limited Partnership	02/01/2011
	/s/ Oak Investment Partners X, Limited Partnership by Bandel L. Carano, Managing Member of Oak Associates X, LLC The General Partner of Oak Investment Partners X, Limited Partnership	02/01/2011
	/s/ Oak X Affiliates Fund, Limited Partnership by Bandel L. Carano, Managing Member of Oak Associates X, LLC The General Partner of Oak X Affiliates Fund, Limited Partnership	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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