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

Role
SVP Global Sales
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, 19:03:12 UTC
Previous filing
28 Jul 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 -24,020 -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 Restricted Stock Unit (right to acquire) Disposed to Issuer -114,425 -100% 0 03 Aug 2022 Common Stock 114,425 $0.000000 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