Timothy Storrs Jenks - 03 Aug 2022 Form 4 Insider Report for NEOPHOTONICS CORP

Role
CEO, Director
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, 18:58:52 UTC
Previous filing
02 Aug 2022
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 -481,480 -100% 0 03 Aug 2022 Direct F1
transaction NPTN Common Stock Disposed to Issuer -3,798 -100% 0 03 Aug 2022 by Trust F1, F2
transaction NPTN Common Stock Disposed to Issuer -3,076 -100% 0 03 Aug 2022 As Trustee F1, F3
transaction NPTN Common Stock Disposed to Issuer -3,200 -100% 0 03 Aug 2022 Trustee - Family Trust F1, F4
transaction NPTN Common Stock Disposed to Issuer -32,465 -100% 0 03 Aug 2022 As Trustee F1, F5
transaction NPTN Common Stock Disposed to Issuer -32,465 -100% 0 03 Aug 2022 As Trustee F1, F6

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 -100,000 -100% 0 03 Aug 2022 Common Stock 100,000 $5.11 Direct F7
transaction NPTN Non-Qualified Stock Option (right to buy) Disposed to Issuer -24,325 -100% 0 03 Aug 2022 Common Stock 24,325 $7.59 Direct F7
transaction NPTN Non-Qualified Stock Option (right to buy) Disposed to Issuer -98,397 -100% 0 03 Aug 2022 Common Stock 98,397 $8.07 Direct F7
transaction NPTN Non-Qualified Stock Option (right to buy) Disposed to Issuer -66,851 -100% 0 03 Aug 2022 Common Stock 66,851 $12.27 Direct F7
transaction NPTN Restricted Stock Unit (right to acquire) Disposed to Issuer -206,850 -100% 0 03 Aug 2022 Common Stock 206,850 $0.000000 Direct F8
transaction NPTN Performance Restricted Stock Unit (right to acquire) Disposed to Issuer -84,200 -100% 0 03 Aug 2022 Common Stock 84,200 $0.000000 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Timothy Storrs Jenks 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 Represents shares held by Timothy S. Jenks and Atsuko K. Jenks Declaration of Trust dated January 7, 1996, of which, the reporting person serves as trustee.
F3 Represents shares held by Albert L. Jenks Family Trust A, of which, the reporting person serves as trustee.
F4 Represents shares held by Albert L. Jenks Family Trust B, of which, the reporting person serves as trustee.
F5 Represents shares held by Atsuko K. Jenks in a Charitable Lead Annuity Trust dated April 28, 2022, of which, the reporting person serves as trustee.
F6 Represents shares held by Timothy S. Jenks in a Charitable Lead Annuity Trust dated April 28, 2022, of which, the reporting person serves as trustee.
F7 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.
F8 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.
F9 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