Chiyue cheung - Aug 3, 2022 Form 4 Insider Report for NEOPHOTONICS CORP (NPTN)

Role: COO
Signature: /s/ John Sellers, Attorney-in-fact
Stock symbol: NPTN
Transactions as of: Aug 3, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/5/2022, 05:14 PM
Previous filing: Aug 2, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NPTN	Restricted Stock Unit (right to acquire)	Disposed to Issuer		-85.9K	-100%		0	Aug 3, 2022	Common Stock	85.9K	$0.00	Direct	F1
transaction	NPTN	Performance Restricted Stock Unit (right to acquire)	Disposed to Issuer		-34.6K	-100%		0	Aug 3, 2022	Common Stock	34.6K	$0.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Chiyue cheung is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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, Restricted Stock Unit Awards of the Issuer, outstanding and vested as of immediately prior to the Closing Date, 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").
F2	Performance Stock Unit Awards of the Issuer, outstanding and vested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration.

Content

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, Restricted Stock Unit Awards of the Issuer, outstanding and vested as of immediately prior to the Closing Date, 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").

Performance Stock Unit Awards of the Issuer, outstanding and vested 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