Elizabeth Lynne Eby - 03 Aug 2022 Form 4 Insider Report for NEOPHOTONICS CORP

Role
SVP, CFO
Signature
/s/ John Sellers, Attorney-in-fact
Issuer symbol
N/A
Transactions as of
03 Aug 2022
Net transactions value
$0
Form type
4
Filing time
05 Aug 2022, 18:40:45 UTC
Previous filing
02 Aug 2022
Next filing
17 Jul 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NPTN Common Stock Disposed to Issuer -394,065 -100% 0 03 Aug 2022 Direct F1

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 Non-Qualified Stock Option (right to buy) Disposed to Issuer -23,063 -100% 0 03 Aug 2022 Common Stock 23,063 $5.89 Direct F2
transaction NPTN Restricted Stock Unit (right to acquire) Disposed to Issuer -85,925 -100% 0 03 Aug 2022 Common Stock 85,925 $0.000000 Direct F3
transaction NPTN Performance Restricted Stock Unit (right to acquire) Disposed to Issuer -34,600 -100% 0 03 Aug 2022 Common Stock 34,600 $0.000000 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Elizabeth Lynne Eby 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, 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").
F2 Options to purchase common stock 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, less the exercise price per share of such cancelled option.
F3 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 the Merger Consideration.
F4 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