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 *

WALLIN RAY 		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)
SVP, CFO
(Last)          (First)          (Middle)

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

5/15/2017
(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   5/15/2017     M    10000   A $0.0   48382   D    
Common Stock   5/15/2017     M    9600   A $0.0   57982   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   (1) 5/15/2017     M         10000      (2) 10/27/2018   (3) Common Stock   10000   $0.0   0   D    
Restricted Stock Units (right to acquire)   $0.0   (1) 5/15/2017     M         9600      (2) 8/2/2019   (4) Common Stock   9600   $0.0   6400   D    

Explanation of Responses:
(1)  Each restricted stock unit represents a contingent right to receive one share of NeoPhotonics common stock.
(2)  Mr. Wallin resigned his position with the Company, effective on May 15, 2017. According to the separation agreement between Mr. Wallin and the Company, the vesting of Mr. Wallin's outstanding equity awards were accelerated as though the awards continued to vest for a period of eighteen (18) months following the date of termination of his employment with the Company.
(3)  50% of the Shares shall vest on the 18-month anniversary of the Vesting Commencement Date, 25% vest on the next 12-month anniversary of the Vesting Commencement Date, and the remaining 25% will vest on the next 6-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.
(4)  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
WALLIN RAY
2911 ZANKER RD
SAN JOSE, CA 95134

SVP, CFO

Signatures
By: /s/Judi Otteson, Attorney-in-Fact For: Clyde Raymond Wallin 5/17/2017
** 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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