UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

 

OPNEXT, INC.

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

68375V105

(CUSIP Number)

 

 

December 31, 2011

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

 

*

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).

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CUSIP No. 68375V105		13G		Page 2 of 5 Pages

 

1.		NAMES OF REPORTING PERSONS               Hitachi, Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ¨ (b)  ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION               Japan

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		5.    SOLE VOTING POWER                   28,843,334*
		6.    SHARED VOTING POWER                   0
		7.    SOLE DISPOSITIVE POWER                   28,843,334*
		8.    SHARED DISPOSITIVE POWER                   0

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               28,843,334*
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)		¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               31.9%**
12.		TYPE OF REPORTING PERSON (See Instructions)               CO

 

*	Please see note under Item 4.

**	Based upon 90,304,067 shares outstanding as of October 27, 2011 as reported in the issuer’s quarterly report filed with the Securities and Exchange Commission on November 9, 2011.

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CUSIP No. 68375V105		13G		Page 3 of 5 Pages

 

Item 1

(a).

Name of Issuer

Opnext, Inc.

Item 1

(b).

Address of Issuer’s Principal Executive Offices

46429 Landing Parkway, Fremont, California 94538

Item 2

(a).

Name of Person Filing

Hitachi, Ltd.

Item 2

(b).

Address of Principal Business Office or, If None, Residence

6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8280, Japan

Item 2

(c).

Citizenship

Hitachi, Ltd. is a Japanese corporation.

Item 2

(d).

Title of Class of Securities

Common Stock, par value $0.01 per share.

Item 2

(e).

CUSIP No.

68375V105

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 (15 U.S.C. 78o);

(b)

¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

¨

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(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 (12 U.S.C. 1813);

(i)

¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(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:

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CUSIP No. 68375V105		13G		Page 4 of 5 Pages

 

Item 4.		Ownership
		(a)		Amount beneficially owned:
				28,843,334.
		(b)		Percent of class:
				31.9%.
		(c)		Number of shares as to which the person has:
				(i)		Sole power to vote or to direct the vote
						28,843,334.
				(ii)		Shared power to vote or to direct the vote
						0.
				(iii)		Sole power to dispose or to direct the disposition of
						28,843,334.
				(iv)		Shared power to dispose or to direct the disposition of
						0.
		Note: The 28,843,334 shares disclosed in Item 4(a) and (c) include 510,000 shares of common stock obtainable within 60 days by the exercise of stock options.
Item 5.		Ownership of Five Percent or Less of a Class
		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
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.		Certifications
		Not applicable.

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CUSIP No. 68375V105		13G		Page 5 of 5 Pages

 

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.

Date: February 7, 2012