SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

NeoPhotonics Corporation

(Name of Issuer)
 

Common Stock, $0.0025 par value per share

(Title of Class of Securities)
 

64051T100

(CUSIP Number)
 

December 31, 2016

(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. 64051T10013G/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

1,636,496 Shares of Common Stock1

6

SHARED VOTING POWER

0 Shares of Common Stock

7

SOLE DISPOSITIVE POWER

1,636,496 Shares of Common Stock1

8

SHARED DISPOSITIVE POWER

0 Shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,636,496 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)

3.87%

12

TYPE OF REPORTING PERSON

PN

         

____________________________

1 Represents 1,622,872 shares of Common Stock plus options to acquire 13,624 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

1,636,496 Shares of Common Stock2

7

SOLE DISPOSITIVE POWER

0 Shares of Common Stock

8

SHARED DISPOSITIVE POWER

1,636,496 Shares of Common Stock2

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,636,496 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)

3.87%

12

TYPE OF REPORTING PERSON

OO-LLC

         

____________________________

2 Represents 1,622,872 shares of Common Stock plus options to acquire 13,624 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

17,435 Shares of Common Stock3

6

SHARED VOTING POWER

0 Shares of Common Stock

7

SOLE DISPOSITIVE POWER

17,435 Shares of Common Stock3

8

SHARED DISPOSITIVE POWER

0 Shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,435 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 144 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

56,710 Shares of Common Stock4

7

SOLE DISPOSITIVE POWER

0 Shares of Common Stock

8

SHARED DISPOSITIVE POWER

56,710 Shares of Common Stock4

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

56,710 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)

0.13%

12

TYPE OF REPORTING PERSON

OO-LLC

         

____________________________

4 Represents 56,238 shares of Common Stock plus options to acquire 472 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

39,275 Shares of Common Stock5

6

SHARED VOTING POWER

0 Shares of Common Stock

7

SOLE DISPOSITIVE POWER

39,275 Shares of Common Stock5

8

SHARED DISPOSITIVE POWER

0 Shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

39,275 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 328 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

3,756,683 Shares of Common Stock6

6

SHARED VOTING POWER

0 Shares of Common Stock

7

SOLE DISPOSITIVE POWER

3,756,683 Shares of Common Stock6

8

SHARED DISPOSITIVE POWER

0 Shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,756,683 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)

8.87%

12

TYPE OF REPORTING PERSON

PN

         

____________________________

6 Represents 3,731,759 shares of Common Stock plus options to acquire 24,924 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

3,756,683 Shares of Common Stock7

7

SOLE DISPOSITIVE POWER

0 Shares of Common Stock

8

SHARED DISPOSITIVE POWER

3,756,683 Shares of Common Stock7

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,756,683 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)

8.87%

12

TYPE OF REPORTING PERSON

OO-LLC

         

____________________________

7 Represents 3,731,759 shares of Common Stock plus options to acquire 24,924 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

60,312 Shares of Common Stock8

6

SHARED VOTING POWER

0 Shares of Common Stock

7

SOLE DISPOSITIVE POWER

60,312 Shares of Common Stock8

8

SHARED DISPOSITIVE POWER

0 Shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,312 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)

0.14%

12

TYPE OF REPORTING PERSON

PN

         

____________________________

8 Represents 59,911 shares of Common Stock plus options to acquire 401 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

60,312 Shares of Common Stock9

7

SOLE DISPOSITIVE POWER

0 Shares of Common Stock

8

SHARED DISPOSITIVE POWER

60,312 Shares of Common Stock9

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,312 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)

0.14%

12

TYPE OF REPORTING PERSON

OO-LLC

         

____________________________

9 Represents 59,911 shares of Common Stock plus options to acquire 401 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

101,569 Shares of Common Stock10

6

SHARED VOTING POWER

0 Shares of Common Stock

7

SOLE DISPOSITIVE POWER

101,569 Shares of Common Stock10

8

SHARED DISPOSITIVE POWER

0 Shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

101,569 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)

0.24%

12

TYPE OF REPORTING PERSON

PN

         

____________________________

10 Represents 100,555 shares of Common Stock plus options to acquire 1,014 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

101,569 Shares of Common Stock11

7

SOLE DISPOSITIVE POWER

0 Shares of Common Stock

8

SHARED DISPOSITIVE POWER

101,569 Shares of Common Stock11

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

101,569 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)

0.24%

12

TYPE OF REPORTING PERSON

OO-LLC

         

____________________________

11 Represents 100,555 shares of Common Stock plus options to acquire 1,014 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

5,611,770 Shares of Common Stock12

7

SOLE DISPOSITIVE POWER

0 Shares of Common Stock

8

SHARED DISPOSITIVE POWER

5,611,770 Shares of Common Stock12

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,611,770 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)

13.25%

12

TYPE OF REPORTING PERSON

CO

         

____________________________

12 Represents 5,571,335 shares of Common Stock plus options to acquire 40,435 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

5,611,770 Shares of Common Stock13

7

SOLE DISPOSITIVE POWER

0 Shares of Common Stock

8

SHARED DISPOSITIVE POWER

5,611,770 Shares of Common Stock13

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,611,770 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)

13.25%

12

TYPE OF REPORTING PERSON

IN

         

____________________________

13 Represents 5,571,335 shares of Common Stock plus options to acquire 40,435 shares of Common Stock.

 

 

CUSIP No. 64051T10013G/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

5,611,770 Shares of Common Stock14

7

SOLE DISPOSITIVE POWER

0 Shares of Common Stock

8

SHARED DISPOSITIVE POWER

5,611,770 Shares of Common Stock14

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,611,770 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)

13.25%

12

TYPE OF REPORTING PERSON

IN

         

____________________________

14 Represents 5,571,335 shares of Common Stock plus options to acquire 40,435 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

5,611,770 Shares of Common Stock15

7

SOLE DISPOSITIVE POWER

0 Shares of Common Stock

8

SHARED DISPOSITIVE POWER

5,611,770 Shares of Common Stock15

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,611,770 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)

13.25%

12

TYPE OF REPORTING PERSON

IN

         

____________________________

15 Represents 5,571,335 shares of Common Stock plus options to acquire 40,435 shares of Common Stock.

 

CUSIP No. 64051T10013G/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

5,611,770 Shares of Common Stock16

7

SOLE DISPOSITIVE POWER

0 Shares of Common Stock

8

SHARED DISPOSITIVE POWER

5,611,770 Shares of Common Stock16

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,611,770 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)

13.25%

12

TYPE OF REPORTING PERSON

IN

         

____________________________

16 Represents 5,571,335 shares of Common Stock plus options to acquire 40,435 shares of Common Stock.

 

CUSIP No. 64051T10013G/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. 64051T10013G/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 42,324,018 shares of Common Stock outstanding as of October 31, 2016, as reported in the Issuer’s Prospectus Supplement filed pursuant to Rule 424(b)(7) filed with the Securities and Exchange Commission on December 19, 2016 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, 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.
   

 

CUSIP No. 64051T10013G/A Page 20 of 23 Pages

 

  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 13,624 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 144 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 328 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 24,924 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 401 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 1,014 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 40,435 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.

 

 

CUSIP No. 64051T10013G/A Page 21 of 23 Pages

 

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/her 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. 64051T10013G/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 14, 2017

 

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. 64051T10013G/A Page 23 of 23 Pages

INDEX TO EXHIBITS

 

EXHIBIT A - Joint Filing Agreement (previously filed)

 

EXHIBIT B - Power of Attorney (previously filed)