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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

cheung Chiyue
2. Issuer Name and Ticker or Trading Symbol

NEOPHOTONICS CORP [ NPTN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

2911 ZANKER RD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/2/2019
(Street)

SAN JOSE, CA 95134
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   8/2/2019     M    6400   A $0.0   6400   D    
Common Stock   8/5/2019     D (1)    6400   D $4.2279   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (right to acquire)   $0.0   (2) 8/2/2019     M         6400      (3) 8/2/2019   (3) Common Stock   6400   $0.0   0   D    

Explanation of Responses:
(1)  In accordance with the State Administration of Foreign Exchange in China, shares acquired by Chinese national employees through an award granted under the Company's 2010 EIP Plan are subject to immediate sale.
(2)  Each restricted stock unit represents a contingent right to receive one share of NeoPhotonics common stock.
(3)  30% of the Shares shall vest on the first 12-month anniversary of the Vesting Commencement Date, 30% vest on the second 12-month anniversary of the Vesting Commencement Date, and the remaining 40% will vest on the third 12-month anniversary of the vesting Commencement Date, so long as the optionee remains an employee of or consultant to the Company or its qualifying subsidiaries.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
cheung Chiyue
2911 ZANKER RD
SAN JOSE, CA 95134


Chief Operating Officer

Signatures
By: /s/ Judi Otteson For: Chi Yue Raymond Cheung 8/6/2019
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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