*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
|
CUSIP No. 64051T100
|
13G/A
|
Page
2
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak Investment Partners IX, Limited Partnership
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
1,636,496 Shares of Common Stock
1
|
|
6
|
SHARED VOTING POWER
0 Shares of Common Stock
|
|
7
|
SOLE DISPOSITIVE POWER
1,636,496 Shares of Common Stock
1
|
|
8
|
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,496 Shares of Common Stock
1
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.87%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
____________________________
1
Represents 1,622,872 shares of Common Stock plus options to acquire 13,624 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
3
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak Associates IX, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
6
|
SHARED VOTING POWER
1,636,496 Shares of Common Stock
2
|
|
7
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
1,636,496 Shares of Common Stock
2
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,636,496 Shares of Common Stock
2
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.87%
|
|
12
|
TYPE OF REPORTING PERSON
OO-LLC
|
|
|
|
|
|
|
____________________________
2
Represents 1,622,872 shares of Common Stock plus options to acquire 13,624 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
4
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak IX Affiliates Fund, Limited Partnership
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
17,435 Shares of Common Stock
3
|
|
6
|
SHARED VOTING POWER
0 Shares of Common Stock
|
|
7
|
SOLE DISPOSITIVE POWER
17,435 Shares of Common Stock
3
|
|
8
|
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,435 Shares of Common Stock
3
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
____________________________
3
Represents 17,291 shares of Common Stock plus options to acquire 144 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
5
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak IX Affiliates, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
6
|
SHARED VOTING POWER
56,710 Shares of Common Stock
4
|
|
7
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
56,710 Shares of Common Stock
4
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,710 Shares of Common Stock
4
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.13%
|
|
12
|
TYPE OF REPORTING PERSON
OO-LLC
|
|
|
|
|
|
|
____________________________
4
Represents 56,238 shares of Common Stock plus options to acquire 472 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
6
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak IX Affiliates Fund - A, Limited Partnership
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
39,275 Shares of Common Stock
5
|
|
6
|
SHARED VOTING POWER
0 Shares of Common Stock
|
|
7
|
SOLE DISPOSITIVE POWER
39,275 Shares of Common Stock
5
|
|
8
|
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,275 Shares of Common Stock
5
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.09%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
____________________________
5
Represents 38,947 shares of Common Stock plus options to acquire 328 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
7
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak Investment Partners X, Limited Partnership
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
3,756,683 Shares of Common Stock
6
|
|
6
|
SHARED VOTING POWER
0 Shares of Common Stock
|
|
7
|
SOLE DISPOSITIVE POWER
3,756,683 Shares of Common Stock
6
|
|
8
|
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,756,683 Shares of Common Stock
6
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.87%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
____________________________
6
Represents 3,731,759 shares of Common Stock plus options to acquire 24,924 shares of Common
Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
8
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak Associates X, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
6
|
SHARED VOTING POWER
3,756,683 Shares of Common Stock
7
|
|
7
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
3,756,683 Shares of Common Stock
7
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,756,683 Shares of Common Stock
7
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.87%
|
|
12
|
TYPE OF REPORTING PERSON
OO-LLC
|
|
|
|
|
|
|
____________________________
7
Represents 3,731,759 shares of Common Stock plus options to acquire 24,924 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
9
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak X Affiliates Fund, Limited Partnership
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
60,312 Shares of Common Stock
8
|
|
6
|
SHARED VOTING POWER
0 Shares of Common Stock
|
|
7
|
SOLE DISPOSITIVE POWER
60,312 Shares of Common Stock
8
|
|
8
|
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,312 Shares of Common Stock
8
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.14%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
____________________________
8
Represents 59,911 shares of Common Stock plus options to acquire 401 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
10
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak X Affiliates, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
6
|
SHARED VOTING POWER
60,312 Shares of Common Stock
9
|
|
7
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
60,312 Shares of Common Stock
9
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,312 Shares of Common Stock
9
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.14%
|
|
12
|
TYPE OF REPORTING PERSON
OO-LLC
|
|
|
|
|
|
|
____________________________
9
Represents 59,911 shares of Common Stock plus options to acquire 401 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
11
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak Investment Partners XI, Limited Partnership
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
101,569 Shares of Common Stock
10
|
|
6
|
SHARED VOTING POWER
0 Shares of Common Stock
|
|
7
|
SOLE DISPOSITIVE POWER
101,569 Shares of Common Stock
10
|
|
8
|
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,569 Shares of Common Stock
10
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.24%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
____________________________
10
Represents 100,555 shares of Common Stock plus options to acquire 1,014 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
12
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak Associates XI, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
6
|
SHARED VOTING POWER
101,569 Shares of Common Stock
11
|
|
7
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
101,569 Shares of Common Stock
11
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,569 Shares of Common Stock
11
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.24%
|
|
12
|
TYPE OF REPORTING PERSON
OO-LLC
|
|
|
|
|
|
|
____________________________
11
Represents 100,555 shares of Common Stock plus options to acquire 1,014 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
13
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Oak Management Corporation
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
6
|
SHARED VOTING POWER
5,611,770 Shares of Common Stock
12
|
|
7
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
5,611,770 Shares of Common Stock
12
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,611,770 Shares of Common Stock
12
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.25%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
____________________________
12
Represents 5,571,335 shares of Common Stock plus options to acquire 40,435 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
14
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Bandel L. Carano
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
6
|
SHARED VOTING POWER
5,611,770 Shares of Common Stock
13
|
|
7
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
5,611,770 Shares of Common Stock
13
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,611,770 Shares of Common Stock
13
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.25%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
____________________________
13
Represents 5,571,335 shares of Common Stock plus options to acquire 40,435 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
15
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Edward F. Glassmeyer
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
6
|
SHARED VOTING POWER
5,611,770 Shares of Common Stock
14
|
|
7
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
5,611,770 Shares of Common Stock
14
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,611,770 Shares of Common Stock
14
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.25%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
____________________________
14
Represents 5,571,335 shares of Common Stock plus options to acquire 40,435 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
16
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Fredric W. Harman
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
6
|
SHARED VOTING POWER
5,611,770 Shares of Common Stock
15
|
|
7
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
5,611,770 Shares of Common Stock
15
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,611,770 Shares of Common Stock
15
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.25%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
____________________________
15
Represents 5,571,335 shares of Common Stock plus options to acquire 40,435 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
17
of 23 Pages
|
|
1
|
NAME OF REPORTING PERSON
Ann H. Lamont
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
6
|
SHARED VOTING POWER
5,611,770 Shares of Common Stock
16
|
|
7
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
8
|
SHARED DISPOSITIVE POWER
5,611,770 Shares of Common Stock
16
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,611,770 Shares of Common Stock
16
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.25%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
____________________________
16
Represents 5,571,335 shares of Common Stock plus options to acquire 40,435 shares of Common Stock.
|
CUSIP No. 64051T100
|
13G/A
|
Page
18
of 23 Pages
|
|
Item 1(a).
|
NAME OF ISSUER
|
|
|
NeoPhotonics Corporation
|
|
Item 1(b).
|
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
|
|
|
2911 Zanker Road,
|
|
|
San Jose, California 95134
|
|
Item 2(a).
|
NAME OF PERSON FILING
|
|
|
Oak Investment Partners IX, Limited Partnership ("Oak IX")
|
|
|
Oak Associates IX, LLC
|
|
|
Oak IX Affiliates Fund, Limited Partnership ("Oak IX Affiliates")
|
|
|
Oak IX Affiliates, LLC
|
|
|
Oak IX Affiliates Fund – A, Limited Partnership ("Oak IX Affiliates – A")
|
|
|
Oak Investment Partners X, Limited Partnership ("Oak X")
|
|
|
Oak Associates X, LLC
|
|
|
Oak X Affiliates Fund, Limited Partnership ("Oak X Affiliates")
|
|
|
Oak X Affiliates, LLC
|
|
|
Oak Investment Partners XI, Limited Partnership ("Oak XI")
|
|
|
Oak Associates XI, LLC
|
|
|
Oak Management Corporation ("Oak Management")
|
|
|
Bandel L. Carano
|
|
|
Edward F. Glassmeyer
|
|
|
Fredric W. Harman
|
|
|
Ann H. Lamont
|
|
Item 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
|
|
|
c/o Oak Management Corporation
|
|
|
901 Main Avenue, Suite 600
|
|
|
Norwalk, CT 06851
|
|
Item 2(c).
|
CITIZENSHIP
|
|
|
Please refer to Item 4 on each cover sheet for each filing person.
|
|
Item 2(d).
|
TITLE OF CLASS OF SECURITIES
|
|
|
Common Stock, par value $0.0025 per share
|
|
Item 2(e).
|
CUSIP NUMBER
|
|
|
64051T100
|
|
CUSIP No. 64051T100
|
13G/A
|
Page
19
of 23 Pages
|
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
|
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act;
|
|
|
|
|
|
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
|
|
|
|
|
(c)
|
¨
|
Insurance company as defined in Section 3(a)(19) of the Act;
|
|
|
|
|
|
|
|
(d)
|
¨
|
Investment company registered under Section 8 of the Investment Company Act of 1940;
|
|
|
|
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
|
(h)
|
¨
|
A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
|
|
|
|
|
|
|
|
(i)
|
¨
|
A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
|
|
|
|
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
|
|
(k)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
|
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify
the type of institution: ___________________________________
|
|
Item 4.
|
OWNERSHIP
|
|
|
The information in Items 1 and 5 through 11 on the cover pages of
this Schedule 13G is hereby incorporated by reference.
|
|
|
|
|
|
The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons are based upon approximately 42,324,018 shares of Common Stock outstanding as of October 31, 2016, as reported in the Issuer’s Prospectus Supplement filed pursuant to Rule 424(b)(7) filed with the Securities and Exchange Commission on December 19, 2016 plus certain shares described below that are issuable upon exercise by the Reporting Persons of options to acquire Common Stock.
|
|
|
|
|
|
Oak Associates IX, LLC is the general partner of Oak IX; and Oak IX Affiliates, LLC is the general partner of both Oak IX Affiliates and Oak IX Affiliates - A. Oak Management is the manager of each of Oak IX, Oak IX Affiliates, and Oak IX Affiliates - A. Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of each of Oak Associates IX, LLC, Oak IX Affiliates, LLC and Oak IX Affiliates - A, and, as such, may be deemed to possess shared beneficial ownership of the shares of Common Stock held by such entities.
|
|
|
|
|
CUSIP No. 64051T100
|
13G/A
|
Page
20
of 23 Pages
|
|
|
Oak Associates X, LLC is the general partner of Oak X; and Oak X Affiliates, LLC is the general partner of Oak X Affiliates. Oak Management is the manager of each of Oak X and Oak X Affiliates. Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of each of Oak Associates X, LLC and Oak X Affiliates, LLC, and, as such, may be deemed to possess shared beneficial ownership of the shares of common stock held by such entities.
|
|
|
|
|
|
Oak Associates XI, LLC is the general partner of Oak XI. Oak Management is the manager of Oak XI. Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of Oak Associates XI, LLC, and, as such, may be deemed to possess shared beneficial ownership of the shares of common stock held by the Oak XI.
|
|
|
|
|
|
Amounts shown as beneficially owned by Oak IX and Oak Associates IX, LLC include 13,624 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak IX that are issuable upon exercise of options to acquire Common Stock.
|
|
|
|
|
|
Amounts shown as beneficially owned by Oak IX Affiliates and Oak IX Affiliates, LLC include 144 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak IX Affiliates that are issuable upon exercise of options to acquire Common Stock.
|
|
|
|
|
|
Amounts shown as beneficially owned by Oak IX Affiliates - A and Oak IX Affiliates, LLC include 328 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak IX Affiliates – A, that are issuable upon exercise of options to acquire Common Stock.
|
|
|
|
|
|
Amounts shown as beneficially owned by Oak X and Oak Associates X, LLC include 24,924 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak X, that are issuable upon exercise of options to acquire Common Stock.
|
|
|
|
|
|
Amounts shown as beneficially owned by Oak X Affiliates and Oak X Affiliates, LLC include 401 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak X Affiliates, that are issuable upon exercise of options to acquire Common Stock.
|
|
|
|
|
|
Amounts shown as beneficially owned by Oak XI and Oak Associates XI, LLC include 1,014 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak XI, that are issuable upon exercise of options to acquire Common Stock.
|
|
|
|
|
|
Amounts shown as beneficially owned by Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont, include an aggregate of 40,435 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak IX, Oak IX Affiliates, Oak IX Affiliates – A, Oak X, Oak X Affiliates or Oak XI (in each case as described above), that are issuable upon exercise of options to acquire Common Stock.
|
|
|
|
|
|
By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a “group” and disclaims beneficial ownership of all shares of Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be.
|
|
CUSIP No. 64051T100
|
13G/A
|
Page
21
of 23 Pages
|
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
|
|
Not applicable.
|
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
|
|
Not applicable.
|
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
|
|
|
Not applicable.
|
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
|
|
Not applicable.
|
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
|
|
Not applicable.
|
|
Item 10.
|
CERTIFICATION
|
|
|
|
By signing below, each of the undersigned certifies that, to the best of his/her or its individual knowledge and belief, the securities referred to above were (i) not acquired and held for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities and (ii) not acquired and held in connection with, or as a participant in, any transaction having that purpose or effect.
|
|
CUSIP No. 64051T100
|
13G/A
|
Page
22
of 23 Pages
|
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such entity
or individual is true, complete and correct.
DATE: February 14, 2017
|
Entities:
Oak Investment Partners IX, Limited Partnership
Oak Associates IX, LLC
Oak IX Affiliates Fund, Limited Partnership
Oak IX Affiliates, LLC
Oak IX Affiliates Fund – A, Limited Partnership
Oak Investment Partners X, Limited Partnership
Oak Associates X, LLC
Oak X Affiliates Fund, Limited Partnership
Oak X Affiliates, LLC
Oak Investment Partners XI, Limited Partnership
Oak Associates XI, LLC
Oak Management Corporation
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Edward F. Glassmeyer
|
|
|
|
Name: Edward F. Glassmeyer
|
|
|
Title: General Partner or Managing Member or attorney-in-fact
for the above-listed entities
|
|
|
|
|
|
|
|
Individuals:
Bandel L. Carano
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Edward F. Glassmeyer
|
|
|
|
Edward F. Glassmeyer, individually and as attorney-in-fact for the above-listed individuals
|
|
|
|
CUSIP No. 64051T100
|
13G/A
|
Page
23
of 23 Pages
|
INDEX TO EXHIBITS
EXHIBIT A - Joint Filing Agreement (previously filed)
EXHIBIT B - Power of Attorney (previously filed)