Edgar Filing: DRAPER FISHER PARTNERS LLC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Draper Fisher Jurvetson Fund VII, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2011

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

(Last)

(First)

(Middle)

2882 SAND HILL ROAD, SUITE 150

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)
02/01/2011

(Street)

MENLO PARK,Â CAÂ 94025

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	140,479	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series 1 Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	425,408	$ ⁽⁵⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾
Series 2 Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	157,385	$ ⁽⁷⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁸⁾
Series 3 Preferred Stock	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	496,210	$ ⁽⁹⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹⁰⁾
Series X Preferred Stock	Â ⁽¹¹⁾	Â ⁽¹¹⁾	Common Stock	494,560	$ ⁽¹¹⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Draper Fisher Jurvetson Fund VII, L.P. 2882 SAND HILL ROAD, SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
DRAPER ASSOCIATES L P 2882 SAND HILL ROAD, SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
DRAPER FISHER PARTNERS LLC 2882 SAND HILL ROAD, SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Draper GC Partners, LLC 2882 SAND HILL ROAD, SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Draper Fisher Jurvetson Partners VII, LLC 2882 SAND HILL ROAD, SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
DRAPER FISHER ASSOCIATES III ANNEX FUND LP 2882 SAND HILL ROAD, SUITE 150 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

/s/ John Fisher, Managing Director, DRAPER FISHER JURVETSON FUND VII, L.P.		02/01/2011
^**Signature of Reporting Person		Date
/s/ John Fisher, Managing Director, DRAPER FISHER ASSOCIATES III ANNEX FUND, L.P.		02/01/2011
^**Signature of Reporting Person		Date
/s/ Timothy C. Draper, General Partner, DRAPER ASSOCIATES, L.P.		02/01/2011
^**Signature of Reporting Person		Date
/s/ John Fisher, Managing Member, DRAPER FISHER JURVETSON PARTNERS VII, LLC		02/01/2011
^**Signature of Reporting Person		Date
/s/ John Fisher, Managing Member, DRAPER FISHER PARTNERS, LLC		02/01/2011
^**Signature of Reporting Person		Date
/s/ Timothy C. Draper, Managing Member, DRAPER GC PARTNERS, LLC		02/01/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Timothy C. Draper, John H.N. Fisher and Steven T. Jurvetson are Managing Directors of the general partner entities of Draper Fisher Jurvetson Fund VII, L.P. and also Managing Members of Draper Fisher Jurvetson Partners VII, LLC, that directly hold shares and as such, they may be deemed to have voting and investment power with respect to such shares. Timothy C. Draper, John H.N. Fisher and Steven T. Jurvetson are Managing Directors of the general partner entities of Draper Fisher Associates III Annex Fund, L.P., that directly holds shares and as such, they may be deemed to have voting and investment power with respect to such shares. (Continued in Footnote 2)
(2)	The investing and voting power of the shares held by Draper Associates, L.P. is controlled by its General Partner, Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. Timothy C. Draper and John H.N. Fisher are Managing Members of Draper Fisher Partners, LLC, that directly holds shares and as such, they may be deemed to have voting and investment power with respect to such shares. Timothy C. Draper is the Managing Member of Draper GC Partners LLC, that directly holds shares and as such, they may be deemed to have voting and investment power with respect to such shares. These individuals disclaims beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein. In addition, Issuer shares are held by individuals and trusts affiliated with Draper Fisher Jurvetson. (Continued in Footnote 3)
(3)	The general partners of the limited partnerships holding shares of the Issuer disclaim beneficial ownership of the shares held by the limited partnerships except to the extent of their pecuniary interest therein.
(4)	Includes 120,425 shares held by Draper Fisher Jurvetson Fund VII, L.P., 12,691 shares held by Draper Fisher Associates III Annex Fund, L.P., 3,225 shares held by Draper Associates, L.P., 1,754 shares held by Draper Fisher Jurvetson Partners VII, LLC, 823 shares held by Draper Fisher Partners, LLC, 51 shares held by Draper GC Partners, LLC and 1,510 shares held by individuals and trusts affiliated with Draper Fisher Jurvetson.
(5)	Each share of Issuer's Series 1 Preferred Stock will automatically convert into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.
(6)	Includes 386,133 shares held by Draper Fisher Jurvetson Fund VII, L.P., 17,166 shares held by Draper Fisher Associates III Annex Fund, L.P., 10,400 shares held by Draper Associates, L.P., 5,631 shares held by Draper Fisher Jurvetson Partners VII, LLC, 1,115 shares held by Draper Fisher Partners, LLC, 57 shares held by Draper GC Partners, LLC and 4,906 shares held by individuals and trusts affiliated with Draper Fisher Jurvetson.
(7)	Each share of Issuer's Series 2 Preferred Stock will automatically convert into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.
(8)	Includes 134,812 shares held by Draper Fisher Jurvetson Fund VII, L.P., 14,298 shares held by Draper Fisher Associates III Annex Fund, L.P., 3,651 shares held by Draper Associates, L.P., 1,966 shares held by Draper Fisher Jurvetson Partners VII, LLC, 928 shares held by Draper Fisher Partners, LLC, 20 shares held by Draper GC Partners, LLC and 1,710 shares held by individuals and trusts affiliated with Draper Fisher Jurvetson.
(9)	Each share of Issuer's Series 3 Preferred Stock will automatically convert into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.
(10)	Includes 458,079 shares held by Draper Fisher Jurvetson Fund VII, L.P., 12,641 shares held by Draper Fisher Associates III Annex Fund, L.P., 12,406 shares held by Draper Associates, L.P., 6,680 shares held by Draper Fisher Jurvetson Partners VII, LLC, 821 shares held by Draper Fisher Partners, LLC and 5,583 shares held by individuals and trusts affiliated with Draper Fisher Jurvetson.
(11)	Each share of Issuer's Series X Preferred Stock will automatically convert into 400 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.
(12)	Includes 467,856 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Fisher Jurvetson Fund VII, L.P., 12,640 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Associates, L.P., 6,816 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Fisher Jurvetson Partners VII, LLC, 1,376 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Fisher Partners, LLC, 32 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper GC Partners, LLC and 5,840 shares of common stock issuable upon conversion of Series X Preferred Stock held by individuals and trusts affiliated with Draper Fisher Jurvetson

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