Amended Statement of Beneficial Ownership (sc 13d/a)
November 27 2018 - 4:49PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
NeoPhotonics
Corporation
(Name
of Issuer)
Common
Stock, par value $0.0025 per share
(Title
of Class of Securities)
64051T100
(CUSIP
Number)
Joint
Stock Company “RUSNANO”
Office
708.1, Prospect 60-letiya Oktyabrya 10a
117036
Moscow
Russian
Federation
+7
(495) 988-5388
With
a copy to:
Michael
J. Danaher
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
650
Page Mill Road
Palo
Alto, CA 94304
(650)
493-9300
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
November
21, 2018
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the
following box: ☐
Note
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*
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 disclosures provided
in a prior cover page.
The
information required on 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. 05548N107
|
|
(1) Names
of Reporting Persons
Joint Stock Company “RUSNANO”
|
|
(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
(3) SEC
Use Only
|
(4) SOURCE
of Funds (See Instructions)
WC
|
(5) Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
|
(6) Citizenship
or Place Of Organization
Russian Federation
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
(7) Sole
Voting Power
|
2,617,105
shares
|
(8) Shared
Voting Power
|
0
shares
|
(9) Sole
dispositive power
|
2,617,105
shares
|
(10) Shared
Dispositive Power
|
0
shares
|
(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
2,617,105 shares
|
(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
(13) Percent
of Class Represented by Amount in Row (11)
5.7%*
|
(14) Type
of Reporting Person (See Instructions)
CO
|
|
|
|
*
|
|
Percentage
calculated based on 46,049,277 shares of common stock, par value $0.0025 per share, outstanding
as of October 30, 2018, as reported in the Form 10-Q, for the quarterly period ended
September 30, 2018, of NeoPhotonics Corporation.
|
Explanatory
Note
This
Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on May 7, 2012 (the “Schedule
13D”), as amended by Amendment No. 1 filed on June 2, 2017 (“Amendment No. 1”), by the Reporting Person relating
to the common stock, par value $0.0025 per share, of the Issuer (the “Common Stock”). Information reported in the
Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in Amendment
No. 1 and this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the
Schedule 13D and Amendment No. 1, as applicable. All references in the Schedule 13D, Amendment No. 1, and this Amendment to the
“Statement” shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
Item
2 and Item 5 of the Schedule 13D are hereby amended and restated as follows:
|
Item
2.
|
Identity
and Background.
|
The
following is information with respect to the identity and background of the person filing this Statement:
(a)
Name
This
Statement is filed by Joint Stock Company “RUSNANO,” having Principal State Registration Number 1117799004333 (the
“Reporting Person”).
Schedule
A to this Statement, which is incorporated herein by reference, sets forth the name of each director and executive officer of
the Reporting Person (collectively, the “Schedule A Persons”).
(b)
Residence or Business Address
The
address of the principal business and principal office of the Reporting Person is Office 708.1, Prospect 60-letiya Oktyabrya 10a,
117036 Moscow, Russian Federation.
The
business address of each of the Schedule A Persons is set forth on Schedule A and is incorporated herein by reference.
(c)
Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization
in Which Such Employment Is Conducted
The
principal business of the Reporting Person is financing innovative nanotechnology projects.
The
present principal occupation or employment, and the name, principal business and address of any corporation or other organization
in which such employment is conducted, of each of the Schedule A Persons is set forth on Schedule A and is incorporated herein
by reference.
(d)
Criminal Convictions
During
the past five years, neither the Reporting Person nor any of the Schedule A Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e)
Civil Proceedings
During
the past five years, neither the Reporting Person nor any of the Schedule A Persons has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f)
Citizenship
The
Reporting Person is a joint stock company organized under the laws of the Russian Federation. The Russian Federation owns 100%
of the Reporting Person.
The
citizenship of each of the Schedule A Persons is set forth on Schedule A and is incorporated herein by reference.
Item
5 of the Schedule 13D is hereby amended and supplemented as follows:
|
Item
5.
|
Interest
in Securities of the Issuer.
|
(a)
and (b) The responses of the Reporting Person to rows 7, 8, 9, 10, 11 and 13 on the cover page of this Statement are incorporated
herein by reference. As of the close of business on November 21, 2018, the Reporting Person beneficially owned 2,617,105 shares
of Common Stock, representing approximately 5.7% of the outstanding shares of Common Stock. The percentage in this paragraph is
calculated based on 46,049,277 shares of Common Stock outstanding as of October 30, 2018, as reported in the Form 10-Q, for the
quarterly period ended September 30, 2018, of the Issuer.
(c) Except
as set forth below, the Reporting Person has not effected any transactions in the Common Stock during the 60 days prior to this
Amendment.
Transaction
Date
|
Purchase
or Sale
|
No.
of Shares
|
Price
per Share
|
How
Effected
|
11/07/2018
|
Sale
|
91,070
|
$8.96
|
Open
Market
|
11/08/2018
|
Sale
|
110,000
|
$8.699
|
Open
Market
|
11/09/2018
|
Sale
|
110,000
|
$8.78
|
Open
Market
|
11/09/2018
|
Sale
|
41,300
|
$8.653
|
Open
Market
|
11/12/2018
|
Sale
|
6,900
|
$8.24
|
Open
Market
|
11/13/2018
|
Sale
|
110,000
|
$8.178
|
Open
Market
|
11/14/2018
|
Sale
|
76,447
|
$8.322
|
Open
Market
|
11/15/2018
|
Sale
|
110,000
|
$8.403
|
Open
Market
|
11/15/2018
|
Sale
|
60,000
|
$8.41
|
Open
Market
|
11/16/2018
|
Sale
|
163,816
|
$8.555
|
Open
Market
|
11/16/2018
|
Sale
|
210,000
|
$8.441
|
Open
Market
|
11/19/2018
|
Sale
|
75,000
|
$8.291
|
Open
Market
|
11/20/2018
|
Sale
|
34,519
|
$8.05
|
Open
Market
|
11/21/2018
|
Sale
|
15,148
|
$8.077
|
Open
Market
|
(d) Not
applicable.
(e) Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
November
27, 2018
|
|
Date
|
|
|
|
/s/
Yury Udaltsov
|
|
Signature
|
|
|
|
Yury
Udaltsov, Deputy Chairman of the
Management Board of Management Company
RUSNANO LLC
|
|
Name/Title
|
Schedule
A
Directors
and Executive Officers of Joint Stock Company “RUSNANO”
The
name and present principal occupation or employment of each director and executive officer of Joint Stock Company “RUSNANO”
are set forth below. The business address for each person listed below is c/o Joint Stock Company “RUSNANO”, Prospect
60-letiya Oktyabrya 10a, Office 708.1, 117036 Moscow, Russian Federation. All such directors and executive officers are citizens
of the Russian Federation.
Name
|
Principal
Occupation or Employment
|
|
|
Arkadiy
Vladimirovich Dvorkovich
|
Chairman
of the Board of Directors of
Joint Stock
Company “RUSNANO”, Co-Chairman of the Council of Skolkovo Fund, Chairman of Skolkovo Fund
|
|
|
Anatoly
Borisovich Chubais
|
Member
of the Board of Directors of Joint Stock Company “RUSNANO”, Chairman of the Executive Board of Management Company
RUSNANO LLC
|
|
|
Elena
Victorovna Sakhnova
|
Director
of Department of Machinery, Transport, Infrastructure and Chemical Production of Joint Stock Company VTB Capital
|
|
|
Mikhail
Vladimirovich Alfimov
|
Member
of the Board of Directors of Joint Stock Company “RUSNANO”, Chairman of Scientific and Technical Council at the
Board of Directors of RUSNANO JSC
(independent director)
|
|
|
Oleg
Vladislavovich Fomichev
|
Member
of the Board of Directors of Joint Stock Company “RUSNANO”, Chairman of the Supervisory Board of the Fund for
Infrastructure and Educational Programs
|
|
|
Andrey
Yurievich Ivanov
|
Member
of the Board of Directors of Joint Stock Company “RUSNANO”, Deputy Minister of Finances of the Russian Federation
|
|
|
Vasily
Sergeevich Osmakov
|
Member
of the Board of Directors of Joint Stock Company “RUSNANO”, Deputy Minister of Industry and Trade of the Russian
Federation
|
|
|
Vladislav
Nikolaevich
Putilin
|
Member
of the Board of Directors of Joint Stock Company “RUSNANO”, Chairman of the Board of Directors of RUSNANO MC LLC
|
|
|
Pavel
Mikhailovich
Teplukhin
|
Member
of the Board of Directors of Joint Stock Company “RUSNANO”, Chairman of the strategy committee of the Board of
directors of Joint Stock Company “RUSNANO”
|
|
|
Alexander
Borisovich Povalko
|
Member
of the Board of Directors of Joint Stock Company “RUSNANO”, General Director and Chairman of Executive Board of
Joint Stock Company Russian Venture Company
|
|
|
Ilya
Arturovich Yuzhanov
|
Member
of the Board of Directors of Joint Stock Company “RUSNANO”, The chairman of the Audit Committee of the Board of
directors of Joint Stock Company “RUSNANO”, The chairman of the Audit Committee of the Board of directors of RUSNANO
MC LLC
|
|
|
Sergey
Nikolaevich Gorkov
|
Deputy
Minister of Economic Development of the Russian Federation
|
|
|
Oleg
Vladimirovich Kiselev
|
Member
of the Executive Board of Management Company
RUSNANO LLC
|
|
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Boris
Gennadievich Podolsky
|
Member
of the Executive Board of Management Company
RUSNANO LLC
|
|
|
Yury
Arkadievich Udaltsov
|
Member
of the Executive Board of Management Company
RUSNANO LLC
|
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