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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * CARANO BANDEL L   2. Issuer Name and Ticker or Trading Symbol NEOPHOTONICS CORP [NPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS, 525 UNIVERSITY AVENUE, SUITE 1300 3. Date of Earliest Transaction (Month/Day/Year) 02/07/2011 (Street) PALO ALTO, CA 94301 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/07/2011   C   420,701 A $ 0 574,921 I See Footnotes (1) (2) (3) (4) Common Stock 02/07/2011   C   156,518 A $ 0 731,439 I See Footnotes (1) (2) (3) (5) Common Stock 02/07/2011   C   1,048,226 A $ 0 1,779,665 I See Footnotes (1) (2) (3) (6) Common Stock 02/07/2011   C   3,515,808 A $ 0 5,295,473 I See Footnotes (1) (2) (3) (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Series 1 Preferred Stock

(8)

02/07/2011

C

420,701

(8)

(8)

Common Stock

420,701

$ 0

0

I

See Footnotes (1) (2) (3) (4)

Series 2 Preferred Stock

(9)

02/07/2011

C

156,518

(9)

(9)

Common Stock

156,518

$ 0

0

I

See Footnotes (1) (2) (3) (5)

Series 3 Preferred Stock

(10)

02/07/2011

C

1,048,226

(10)

(10)

Common Stock

1,048,226

$ 0

0

I

See Footnotes (1) (2) (3) (6)

Series X Preferred Stock

(11)

02/07/2011

C

8,789.52

(11)

(11)

Common Stock

3,515,808

$ 0

0

I

See Footnotes (1) (2) (3) (7)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARANO BANDEL L C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, SUITE 1300 PALO ALTO, CA 94301	X	X
OAK INVESTMENT PARTNERS IX L P 525 UNIVERSITY AVENUE, SUITE 1300 PALO ALTO, CA 94301		X
OAK IX AFFILIATES FUND A LP 525 UNIVERSITY AVENUE, SUITE 1300 PALO ALTO, CA 94301		X
OAK IX AFFILIATES FUND LP 525 UNIVERSITY AVENUE, SUITE 1300 PALO ALTO, CA 94301		X
OAK INVESTMENT PARTNERS X LTD PARTNERSHIP 525 UNIVERSITY AVENUE, SUITE 1300 PALO ALTO, CA 94301		X
OAK X AFFILIATES FUND LP 525 UNIVERSITY AVENUE, SUITE 1300 PALO ALTO, CA 94301		X

Signatures

/s/ Bandel L Carano		02/07/2011
**Signature of Reporting Person		Date
/s/ Oak Investment Partners IX, Limited Partnership by Bandel L. Carano, Managing Member of Oak Associates IX, LLC, The General Partner of Oak Investment Partners IX, Limited Partnership		02/07/2011
**Signature of Reporting Person		Date
/s/ Oak IX Affiliates Fund A, Limited Partnership by Bandel L. Carano, Managing Member of Oak Associates IX, LLC, The General Partner of Oak IX Affiliates Fund A, Limited Partnership		02/07/2011
**Signature of Reporting Person		Date
/s/ Oak IX Affiliates Fund, Limited Partnership by Bandel L. Carano, Managing Member of Oak Associates IX, LLC, The General Partner of Oak IX Affiliates Fund, Limited Partnership		02/07/2011
**Signature of Reporting Person		Date
/s/ Oak Investment Partners X, Limited Partnership by Bandel L. Carano, Managing Member of Oak Associates X, LLC, The General Partner of Oak Investment Partners X, Limited Partnership		02/07/2011
**Signature of Reporting Person		Date
/s/ Oak X Affiliates Fund, Limited Partnership by Bandel L. Carano, Managing Member of Oak Associates X, LLC, The General Partner of Oak X Affiliates Fund, Limited Partnership		02/07/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Bandel L. Carano is a member of the Issuer's board of directors as designee of Oak Investment Partners. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners IX, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates IX, LLC, the General Partner of Oak Investment Partners IX, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak IX Affiliates Fund, L.P. and Oak IX Affiliates Fund-A, L.P. are Bandel L. Carano, Fredric W. Harman, Edward F. Glassmeyer, Gerald R. Gallagher and Ann H. Lamont, each of whom is a Managing Member of Oak IX Affiliates, LLC, the General Partner of both Oak IX Affiliates Fund, L.P. and Oak IX Affiliates Fund-A, L.P. (Continued in Footnote 2).
(2)	The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners X, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates X, LLC, the General Partner of Oak Investment Partners X, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak X Affiliates Fund, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak X Affiliates, LLC, the General Partner of Oak X Affiliates Fund, L.P. (Continued in Footnote 3).
(3)	The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners XI, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates XI, LLC, the General Partner of Oak Investment Partners XI, L.P. Bandel L. Carano and these individuals disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.
(4)	Includes 406,611 shares directly owned by Oak Investment Partners IX, LP, 9,758 shares directly owned by Oak IX Affiliates Fund A, LP and 4,332 shares directly owned by Oak IX Affiliates Fund, LP.
(5)	Includes 151,275 shares directly owned by Oak Investment Partners IX, LP, 3,631 shares directly owned by Oak IX Affiliates Fund A, LP and 1,612 shares directly owned by Oak IX Affiliates Fund, LP.
(6)	Includes 923,355 shares directly owned by Oak Investment Partners IX, LP, 22,163 shares directly owned by Oak IX Affiliates Fund A, LP, 9,841 shares directly owned by Oak IX Affiliates Fund, LP and 92,867 shares directly owned by Oak Investment Partners XI, LP.
(7)	Includes 3,460,256 shares of common stock issuable upon conversion of Series X Preferred Stock directly owned by Oak Investment Partners X, LP and 55,552 shares of common stock issuable upon conversion of Series X Preferred Stock directly owned by Oak X Affiliates Fund, LP.
(8)	Each share of Issuer's Series 1 Preferred Stock automatically converted into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and had no expiration date.
(9)	Each share of Issuer's Series 2 Preferred Stock automatically converted into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and had no expiration date.
(10)	Each share of Issuer's Series 3 Preferred Stock automatically converted into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and had no expiration date.
(11)	Each share of Issuer's Series X Preferred Stock automatically converted into 400 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and had no expiration date.

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