Bradford W. Wright - 03 Aug 2022 Form 4 Insider Report for NEOPHOTONICS CORP

Reporting relationship: SVP Global Sales
Issuer ticker: N/A
Reported as of: 03 Aug 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 Aug 2022, 19:03:12 UTC
Prior SEC filing: 28 Jul 2022
Source filing: View source filing
Reporting owner signature: /s/ John Sellers, Attorney-in-fact

Key filing fact

Bradford W. Wright filed Form 4 for NEOPHOTONICS CORP on 05 Aug 2022.

Key facts

This page summarizes Bradford W. Wright's Form 4 filing for NEOPHOTONICS CORP.
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 05 Aug 2022, 19:03.

Change

Previous filing in this sequence was filed on 28 Jul 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: -24,020
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: Direct
Footnotes: F1

Reported derivative securities

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

NPTN transaction Derivative

Restricted Stock Unit (right to acquire)

Disposed to Issuer

Transaction value
Shares: -114,425
Change %: -100%
Price
Shares after: 0
Date: 03 Aug 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 114,425
Exercise price: $0.000000
Footnotes: F2

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Bradford W. Wright is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 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

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.

SEC remarks

Exhibit List Exhibit 24: Authorization Letter