4//SEC Filing
Jenks Timothy Storrs 4
Accession 0001209191-22-044654
CIK 0001227025other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 6:58 PM ET
Size
31.9 KB
Accession
0001209191-22-044654
Insider Transaction Report
Form 4
Jenks Timothy Storrs
DirectorPresident, CEO and Chairman
Transactions
- Disposition to Issuer
Common Stock
2022-08-03−3,798→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-08-03−3,076→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-08-03−32,465→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-08-03−481,480→ 0 total - Disposition to Issuer
Common Stock
2022-08-03−3,200→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-08-03−32,465→ 0 total(indirect: By Trust) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2022-08-03−100,000→ 0 totalExercise: $5.11→ Common Stock (100,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2022-08-03−24,325→ 0 totalExercise: $7.59→ Common Stock (24,325 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2022-08-03−98,397→ 0 totalExercise: $8.07→ Common Stock (98,397 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2022-08-03−66,851→ 0 totalExercise: $12.27→ Common Stock (66,851 underlying) - Disposition to Issuer
Restricted Stock Unit (right to acquire)
2022-08-03−206,850→ 0 totalExercise: $0.00→ Common Stock (206,850 underlying) - Disposition to Issuer
Performance Restricted Stock Unit (right to acquire)
2022-08-03−84,200→ 0 totalExercise: $0.00→ Common Stock (84,200 underlying)
Footnotes (9)
- [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]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.
- [F3]Represents shares held by Albert L. Jenks Family Trust A, of which, the reporting person serves as trustee.
- [F4]Represents shares held by Albert L. Jenks Family Trust B, of which, the reporting person serves as trustee.
- [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.
- [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.
- [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.
- [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.
- [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.
Issuer
NEOPHOTONICS CORP
CIK 0001227025
Entity typeother
Related Parties
1- filerCIK 0001488795
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 6:58 PM ET
- Size
- 31.9 KB