Bradford W. Wright - Aug 3, 2022 Form 4 Insider Report for NEOPHOTONICS CORP (NPTN)

Role
SVP Global Sales
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, 07:03 PM
Previous filing
Jul 28, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NPTN Common Stock Disposed to Issuer -24K -100% 0 Aug 3, 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 Restricted Stock Unit (right to acquire) Disposed to Issuer -114K -100% 0 Aug 3, 2022 Common Stock 114K $0.00 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bradford W. Wright 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 Restricted Stock Unit Awards of the Issuer ("Issuer RSUs"), outstanding and vested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration. Unvested Issuer RSUs, as of immediately prior to the Closing Date and which do not vest as a result of the consummation of the Merger, were cancelled and converted into restricted stock unit awards of Lumentum, substantially on the same terms and conditions applicable to such cancelled unvested Issuer RSUs, with the number of Lumentum restricted stock units adjusted pursuant to the terms of the Merger Agreement.

Remarks:

Exhibit List Exhibit 24: Authorization Letter