SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
SCHEDULE 13G/A | |
Under the Securities Exchange Act of 1934 | |
(Amendment No. 7)* | |
NeoPhotonics Corporation | |
(Name of Issuer) | |
Common Stock, $0.0025 par value per share | |
(Title of Class of Securities) | |
64051T100 | |
(CUSIP Number) | |
December 31, 2018 | |
(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) |
(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 | 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 0 shares of Common Stock | ||
6 |
SHARED VOTING POWER 1,641,718 shares of Common Stock1 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 1,641,718 shares of Common Stock1 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,641,718 shares of Common Stock1 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.56% | |||
12 |
TYPE OF REPORTING PERSON PN | |||
1 Represents 1,622,872 shares of Common Stock plus options to acquire 18,846 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 1,641,718 shares of Common Stock2 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 1,641,718 shares of Common Stock2 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,641,718 shares of Common Stock2 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.56% | |||
12 |
TYPE OF REPORTING PERSON OO-LLC | |||
2 Represents 1,622,872 shares of Common Stock plus options to acquire 18,846 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 0 shares of Common Stock | ||
6 |
SHARED VOTING POWER 17,491 shares of Common Stock3 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 17,491 shares of Common Stock3 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,491 shares of Common Stock3 | |||
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 200 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 56,891 shares of Common Stock4 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 56,891 shares of Common Stock4 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,891 shares of Common Stock4 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.12% | |||
12 |
TYPE OF REPORTING PERSON OO-LLC | |||
4 Represents 56,238 shares of Common Stock plus options to acquire 653 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 0 shares of Common Stock | ||
6 |
SHARED VOTING POWER 39,400 shares of Common Stock5 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 39,400 shares of Common Stock5 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,400 shares of Common Stock5 | |||
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 453 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 0 shares of Common Stock | ||
6 |
SHARED VOTING POWER 3,768,691 shares of Common Stock6 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 3,768,691 shares of Common Stock6 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,768,691 shares of Common Stock6 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.18% | |||
12 |
TYPE OF REPORTING PERSON PN | |||
6 Represents 3,731,759 shares of Common Stock plus options to acquire 36,932 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 3,768,691 shares of Common Stock7 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 3,768,691 shares of Common Stock7 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,768,691 shares of Common Stock7 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.18% | |||
12 |
TYPE OF REPORTING PERSON OO-LLC | |||
7 Represents 3,731,759 shares of Common Stock plus options to acquire 36,932 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 0 shares of Common Stock | ||
6 |
SHARED VOTING POWER 60,505 shares of Common Stock8 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 60,505 shares of Common Stock8 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,505 shares of Common Stock8 | |||
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 PN | |||
8 Represents 59,911 shares of Common Stock plus options to acquire 594 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 60,505 shares of Common Stock9 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 60,505 shares of Common Stock9 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,505 shares of Common Stock9 | |||
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 | |||
9 Represents 59,911 shares of Common Stock plus options to acquire 594 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 0 shares of Common Stock | ||
6 |
SHARED VOTING POWER 101,893 shares of Common Stock10 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 101,893 shares of Common Stock10 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,893 shares of Common Stock10 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.22% | |||
12 |
TYPE OF REPORTING PERSON PN | |||
10 Represents 100,555 shares of Common Stock plus options to acquire 1,338 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 101,893 shares of Common Stock11 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 101,893 shares of Common Stock11 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,893 shares of Common Stock11 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.22% | |||
12 |
TYPE OF REPORTING PERSON OO-LLC | |||
11 Represents 100,555 shares of Common Stock plus options to acquire 1,338 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 5,629,696 shares of Common Stock12 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 5,629,696 shares of Common Stock12 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,629,696 shares of Common Stock12 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.21% | |||
12 |
TYPE OF REPORTING PERSON CO | |||
12 Represents 5,571,335 shares of Common Stock plus options to acquire 58,361 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 5,629,696 shares of Common Stock13 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 5,629,696 shares of Common Stock13 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,629,696 shares of Common Stock13 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.21% | |||
12 |
TYPE OF REPORTING PERSON IN | |||
13 Represents 5,571,335 shares of Common Stock plus options to acquire 58,361 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 5,629,696 shares of Common Stock14 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 5,629,696 shares of Common Stock14 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,629,696 shares of Common Stock14 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.21% | |||
12 |
TYPE OF REPORTING PERSON IN | |||
14 Represents 5,571,335 shares of Common Stock plus options to acquire 58,361 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 5,629,696 shares of Common Stock15 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 5,629,696 shares of Common Stock15 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,629,696 shares of Common Stock15 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.21% | |||
12 |
TYPE OF REPORTING PERSON IN | |||
15 Represents 5,571,335 shares of Common Stock plus options to acquire 58,361 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 5,629,696 shares of Common Stock16 | |||
7 |
SOLE DISPOSITIVE POWER 0 shares of Common Stock | |||
8 |
SHARED DISPOSITIVE POWER 5,629,696 shares of Common Stock16 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,629,696 shares of Common Stock16 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.21% | |||
12 |
TYPE OF REPORTING PERSON IN | |||
16 Represents 5,571,335 shares of Common Stock plus options to acquire 58,361 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 46,049,277 shares of Common Stock outstanding as of October 31, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission on November 5, 2018, plus certain shares described below that are issuable upon exercise by the Reporting Persons of options to acquire Common Stock. |
CUSIP No. 64051T100 | 13G/A | Page 20 of 23 Pages |
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.
| |
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 18,846 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 200 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 453 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 36,932 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.
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Amounts shown as beneficially owned by Oak X Affiliates and Oak X Affiliates, LLC include 594 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 1,338 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.
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CUSIP No. 64051T100 | 13G/A | Page 21 of 23 Pages |
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 58,361 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.
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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 | |
Not applicable. | ||
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: January 28, 2019
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 |
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/s/ Edward F. Glassmeyer | ||
Name: Edward F. Glassmeyer | ||
Title: General Partner or Managing Member or attorney-in-fact for the above-listed entities |
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Individuals: Bandel L. Carano Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont |
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/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)