Jenks Timothy Storrs Form 4 Filed 2022-08-02

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Jenks Timothy Storrs

2. Issuer Name and Ticker or Trading Symbol
NEOPHOTONICS CORP [NPTN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO

(Last)

(First)

(Middle)

3081 ZANKER RD

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2022

(Street)

SAN JOSE, CA 95134

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/30/2022		M		6,666	A	$ 0	463,450	D
Common Stock	07/30/2022		M		25,000	A	$ 0	488,450	D
Common Stock	08/02/2022		D		6,970	D	$15.99⁽¹⁾	481,480	D
Common Stock								3,076	I	As Trustee
Common Stock								32,465	I	Trustee- CLAT⁽²⁾
Common Stock								3,200	I	Trustee-Family Trust
Common Stock								32,465	I	Trustee-Spouse CLAT⁽³⁾
Common Stock								3,798	I	by Trust⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (right to acquire)

$ 0 ⁽⁵⁾

07/30/2022

6,666

07/30/2022⁽⁶⁾

07/30/2022

Common Stock

6,666

$ 0

Restricted Stock Units (right to acquire)

$ 0 ⁽⁵⁾

07/30/2022

25,000

07/30/2022⁽⁷⁾

07/30/2023

Common Stock

25,000

$ 0

25,000

Explanation of Responses:

1.	Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock units granted to the reporting person.
2.	Represents shares held by Timothy S. Jenks in a Charitable Lead Annuity Trust dated April 28, 2022.
3.	Represents shares held by Atsuko K. Jenks in a Charitable Lead Annuity Trust dated April 28, 2022.
4.	Represents shares held by Timothy S. Jenks and Atsuko K. Jenks Declaration of Trust dated January 7, 1996.
5.	Each restricted stock unit represents a contingent right to receive one share of NeoPhotonics common stock.
6.	The shares vest in three equal annual installments, so long as the person remains an employee of or consultant to the Company or its qualifying subsidiaries. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
7.	25% of the underlying shares shall vest on each year anniversary of the Vesting Commencement Dates, subject to the recipient's continued service through such date.

	Signatures
	By: /s/ Barbara Rogan For: Timothy S. Jenks	08/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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