SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
SCHEDULE 13G/A | |
Under the Securities Exchange Act of 1934 | |
(Amendment No. 4)* | |
NeoPhotonics Corporation | |
(Name of Issuer) | |
Common Stock Par Value $0.0025 | |
(Title of Class of Securities) | |
64051T100 | |
(CUSIP Number) | |
December 31, 2015 | |
(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) |
☒ | Rule 13d-1(d) |
(Page 1 of 23 Pages) |
______________________________
*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 | SCHEDULE 13G/A | Page 1 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak Investment Partners IX, Limited Partnership 06-1556218 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 1,635,512 Shares of Common Stock | ||
6 |
SHARED VOTING POWER 0 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 1,635,512 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 0 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,635,512 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.0% | |||
12 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 2 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak Associates IX, LLC 06-1556230 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 1,635,512 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 1,635,512 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,635,512 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.0% | |||
12 |
TYPE OF REPORTING PERSON OO-LLC | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 3 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak IX Affiliates Fund, Limited Partnership 06-1556229 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 17,425 Shares of Common Stock | ||
6 |
SHARED VOTING POWER 0 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 17,425 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 0 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,425 Shares of Common Stock | |||
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 | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 4 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak IX Affiliates, LLC 06-1556233 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 56,676 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 56,676 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,676 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | |||
12 |
TYPE OF REPORTING PERSON OO-LLC | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 5 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak IX Affiliates Fund - A, Limited Partnership 06-1571899 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 39,251 Shares of Common Stock | ||
6 |
SHARED VOTING POWER 0 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 39,251 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 0 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,251 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | |||
12 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 6 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak Investment Partners X, Limited Partnership 06-1601019 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 3,754,423 Shares of Common Stock | ||
6 |
SHARED VOTING POWER 0 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 3,754,423 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 0 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,754,423 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | |||
12 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 7 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak Associates X, LLC 06-1630661 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 3,754,423 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 3,754,423 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,754,423 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | |||
12 |
TYPE OF REPORTING PERSON OO-LLC | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 8 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak X Affiliates Fund, Limited Partnership 06-1622220 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 60,275 Shares of Common Stock | ||
6 |
SHARED VOTING POWER 0 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 60,275 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 0 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,275 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | |||
12 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 9 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak X Affiliates, LLC 06-1630662 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 60,275 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 60,275 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,275 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | |||
12 |
TYPE OF REPORTING PERSON OO-LLC | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 10 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak Investment Partners XI, Limited Partnership 20-1319065 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 101,508 Shares of Common Stock | ||
6 |
SHARED VOTING POWER 0 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 101,508 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 0 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,508 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% | |||
12 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 11 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak Associates XI, LLC 20-1319921 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 101,508 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 101,508 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,508 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% | |||
12 |
TYPE OF REPORTING PERSON OO-LLC | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 12 of 23 Pages |
1 |
NAME OF REPORTING PERSON Oak Management Corporation 06-0990851 | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 5,608,394 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 5,608,394 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,608,394 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.8% | |||
12 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 13 of 23 Pages |
1 |
NAME OF REPORTING PERSON Bandel L. Carano | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 5,608,394 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 5,608,394 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,608,394 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.8% | |||
12 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 14 of 23 Pages |
1 |
NAME OF REPORTING PERSON Edward F. Glassmeyer | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 5,608,394 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 5,608,394 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,608,394 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.8% | |||
12 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 15 of 23 Pages |
1 |
NAME OF REPORTING PERSON Fredric W. Harman | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 5,608,394 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 5,608,394 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,608,394 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.8% | |||
12 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 16 of 23 Pages |
1 |
NAME OF REPORTING PERSON Ann H. Lamont | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
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 5,608,394 Shares of Common Stock | |||
7 |
SOLE DISPOSITIVE POWER 0 Shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 5,608,394 Shares of Common Stock | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,608,394 Shares of Common Stock | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.8% | |||
12 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 17 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 | |
Frederic 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 | SCHEDULE 13G/A | Page 18 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: _____________________________________________ |
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 19 of 23 Pages |
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 40,523,326 shares of Common Stock outstanding as of October 31, 2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015 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 and Oak IX 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 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 12,850 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 136 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 309 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 23,146 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 372 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.
| |
CUSIP No. 64051T100 | SCHEDULE 13G/A | Page 20 of 23 Pages |
Amounts shown as beneficially owned by Oak XI and Oak Associates XI, LLC include 966 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 37.779 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. |
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 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 | SCHEDULE 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 12, 2016
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 | SCHEDULE 13G/A | Page 23 of 23 Pages |
INDEX TO EXHIBITS
EXHIBIT A - Joint Filing Agreement (previously filed)
EXHIBIT B - Power of Attorney (previously filed)