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^*

CARLISLE DOUGLAS C

(Last)

(First)

(Middle)

2884 SAND HILL ROAD

SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2018

3. Issuer Name and Ticker or Trading Symbol
NLIGHT, INC. [ LASR ]

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)

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	26,812⁽¹⁾	I	See footnote⁽¹⁰⁾

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 C Preferred Stock	⁽³⁾	⁽²⁾	Common Stock	1,389,860⁽⁵⁾	⁽²⁾	I	See footnote⁽¹⁰⁾
Series D Preferred Stock	⁽³⁾	⁽²⁾	Common Stock	1,415,912⁽⁶⁾	⁽²⁾	I	See footnote⁽¹⁰⁾
Series E Preferred Stock	⁽³⁾	⁽²⁾	Common Stock	267,754⁽⁷⁾	⁽²⁾	I	See footnote⁽¹⁰⁾
Series F Preferred Stock	⁽³⁾	⁽²⁾	Common Stock	2,526,719⁽⁸⁾	⁽²⁾	I	See footnote⁽¹⁰⁾
Series G Preferred Stock	⁽³⁾	⁽²⁾	Common Stock	333,971⁽⁹⁾	⁽²⁾	I	See footnote⁽¹⁰⁾
Restricted Stock Units	⁽⁴⁾	⁽²⁾	Common Stock	2,500	⁽²⁾	D

Explanation of Responses:

1. Consists of 25,418 shares held of record by Menlo Ventures IX, L.P., 838 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 100 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 456 shares held of record by MMEF IX, L.P.

2. Each share has no expiration date and no conversion or exercise price.

3. Each share of preferred stock automatically converts into one share of common stock immediately prior to the closing of the Issuer's initial public offering.

4. All restricted stock units will vest on the earlier of (i) April 25, 2019 or (ii) the day prior to the date of the Issuer's next annual meeting of stockholders, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date.

5. Consists of 1,317,410 shares held of record by Menlo Ventures IX, L.P., 43,470 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 5,268 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 23,712 shares held of record by MMEF IX, L.P.

6. Consists of 1,335,768 shares held of record by Menlo Ventures IX, L.P., 44,080 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 6,678 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 29,386 shares held of record by MMEF IX, L.P.

7. Consists of 252,599 shares held of record by Menlo Ventures IX, L.P., 8,335 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 1,263 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 5,557 shares held of record by MMEF IX, L.P.

8. Consists of 2,383,702 shares held of record by Menlo Ventures IX, L.P., 78,660 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 11,917 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 52,440 shares held of record by MMEF IX, L.P.

9. Consists of 315,445 shares held of record by Menlo Ventures IX, L.P., 10,409 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 1,497 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 6,620 shares held of record by MMEF IX, L.P.

10. MV Management IX, L.L.C., is the general partner of Menlo Ventures IX, L.P., Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P (collectively, the "Menlo Funds") and exercises voting and dispositive power over the shares held by the Menlo Funds. The Reporting Person is a managing member of MV Management IX, L.L.C. and disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds.

	/s/ Kerry Hill, as attorney-in-fact	04/25/2018
	** 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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