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

Reporting relationship: CEO, Director
Issuer ticker: N/A
Reported as of: 03 Aug 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 Aug 2022, 18:58:52 UTC
Prior SEC filing: 02 Aug 2022
Source filing: View source filing
Reporting owner signature: /s/ John Sellers, Attorney-in-fact

Key filing fact

Timothy Storrs Jenks filed Form 4 for NEOPHOTONICS CORP on 05 Aug 2022.

Key facts

This page summarizes Timothy Storrs Jenks's Form 4 filing for NEOPHOTONICS CORP.
12 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 05 Aug 2022, 18:58.

Change

Previous filing in this sequence was filed on 02 Aug 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NPTN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -481,480
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: Direct
Footnotes: F1

NPTN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -3,798
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: by Trust
Footnotes: F1, F2

NPTN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -3,076
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: As Trustee
Footnotes: F1, F3

NPTN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -3,200
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: Trustee - Family Trust
Footnotes: F1, F4

NPTN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -32,465
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: As Trustee
Footnotes: F1, F5

NPTN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -32,465
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: As Trustee
Footnotes: F1, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

NPTN transaction Derivative

Non-Qualified Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -100,000
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 100,000
Exercise price: $5.11
Footnotes: F7

NPTN transaction Derivative

Non-Qualified Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -24,325
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 24,325
Exercise price: $7.59
Footnotes: F7

NPTN transaction Derivative

Non-Qualified Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -98,397
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 98,397
Exercise price: $8.07
Footnotes: F7

NPTN transaction Derivative

Non-Qualified Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -66,851
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 66,851
Exercise price: $12.27
Footnotes: F7

NPTN transaction Derivative

Restricted Stock Unit (right to acquire)

Disposed to Issuer

Transaction value
Shares: -206,850
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 206,850
Exercise price: $0.000000
Footnotes: F8

NPTN transaction Derivative

Performance Restricted Stock Unit (right to acquire)

Disposed to Issuer

Transaction value
Shares: -84,200
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 84,200
Exercise price: $0.000000
Footnotes: F9

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Timothy Storrs Jenks is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 9 footnotes

Footnote 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").

Footnote 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.

Footnote F3

Represents shares held by Albert L. Jenks Family Trust A, of which, the reporting person serves as trustee.

Footnote F4

Represents shares held by Albert L. Jenks Family Trust B, of which, the reporting person serves as trustee.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

SEC remarks

Exhibit List Exhibit 24: Authorization Letter