UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2
(Amendment No. 2)*
NeoPhotonics Corporation
(Name of Issuer)
Common Stock Par Value $0.0025
(Title of Class of Securities)
64051T100
(CUSIP Number)
December 31, 2013
(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).
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 1 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak Investment Partners IX, Limited Partnership
06-1556218
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
1,634,478 Shares of Common Stock
6.
SHARED VOTING POWER
0 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
1,634,478 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,634,478 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)
5.2%
12.
TYPE OF REPORTING PERSON
PN
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 2 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak Associates IX, LLC
06-1556230
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
1,634,478 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
1,634,478 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,634,478 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)
5.2%
12.
TYPE OF REPORTING PERSON
OO-LLC
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 3 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak IX Affiliates Fund, Limited Partnership
06-1556229
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
17,414 Shares of Common Stock
6.
SHARED VOTING POWER
0 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
17,414 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,414 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
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 4 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak IX Affiliates, LLC
06-1556233
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
56,639 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
56,639 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,639 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)
0.2%
12.
TYPE OF REPORTING PERSON
OO-LLC
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CUSIP NO. 64051T100 13G PAGE 5 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak IX Affiliates Fund - A, Limited Partnership
06-1571899
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
39,225 Shares of Common Stock
6.
SHARED VOTING POWER
0 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
39,225 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,225 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
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 6 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak Investment Partners X, Limited Partnership
06-1601019
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
3,472,494 Shares of Common Stock
6.
SHARED VOTING POWER
0 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
3,472,494 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,472,494 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)
11.1%
12.
TYPE OF REPORTING PERSON
PN
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 7 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak Associates X, LLC
06-1630661
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
3,472,494 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
3,472,494 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,472,494 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)
11.1%
12.
TYPE OF REPORTING PERSON
OO-LLC
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 8 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak X Affiliates Fund, Limited Partnership
06-1622220
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
55,749 Shares of Common Stock
6.
SHARED VOTING POWER
0 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
55,749 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,749 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)
0.2%
12.
TYPE OF REPORTING PERSON
PN
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 9 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak X Affiliates, LLC
06-1630662
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
55,749 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
55,749 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,749 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)
0.2%
12.
TYPE OF REPORTING PERSON
OO-LLC
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 10 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak Investment Partners XI, Limited Partnership
20-1319065
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
101,755 Shares of Common Stock
6.
SHARED VOTING POWER
0 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
101,755 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,755 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
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 11 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak Associates XI, LLC
20-1319921
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
101,755 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
101,755 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,755 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
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 12 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Oak Management Corporation
06-0990851
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
5,321,115 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
5,321,115 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,321,115 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)
17.0%
12.
TYPE OF REPORTING PERSON
CO
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 13 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
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
5,321,115 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
5,321,115 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,321,115 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)
17.0%
12.
TYPE OF REPORTING PERSON
IN
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 14 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
Gerald R. Gallagher
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
1,792,873 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
1,792,873 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,873 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)
5.7%
12.
TYPE OF REPORTING PERSON
IN
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 15 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
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
5,321,115 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
5,321,115 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,321,115 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)
17.0%
12.
TYPE OF REPORTING PERSON
IN
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 16 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
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
5,321,115 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
5,321,115 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,321,115 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)
17.0%
12.
TYPE OF REPORTING PERSON
IN
{01780815; 3; 5004-2 }
CUSIP NO. 64051T100 13G PAGE 17 OF 17 PAGES
1.
NAME OF REPORTING PERSONS
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
5,321,115 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
5,321,115 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,321,115 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)
17.0%
12.
TYPE OF REPORTING PERSON
IN
{01780815; 3; 5004-2 }
Item 1.
(a)
Name of Issuer:
NeoPhotonics Corporation
(b)
Address of Issuer's principal executive offices:
2911 Zanker Road,
San Jose, California 95134
Item 2.
(a)
Names of persons 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
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
(b)
Address or principal business office or, if none, residence:
c/o Oak Management Corporation
901 Main Avenue, Suite 600
Norwalk, CT 06851
(c)
Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
(d)
Title of class of securities:
Common Stock, par value $0.0025 per share
(e)
CUSIP No.:
64051T100
Item 3.
Statement filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c):
Not applicable
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 31,255,741 shares of Common Stock outstanding as of July 31, 2013, as reported
{01780815; 3; 5004-2 }
in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013 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, Gerald R. Gallagher, 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, Gerald R. Gallagher, 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 11,596 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 123 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 278 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 12,238 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 197 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 1,200 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 25,632 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.
Amounts shown as beneficially owned by Gerald R. Gallagher include 13,198 shares, which may be deemed to be held by Bandel L. Carano on behalf of Oak IX, Oak IX Affiliates, Oak IX Affiliates – A or Oak XI (in each case as described above), that are issuable upon exercise of options to acquire Common Stock.
{01780815; 3; 5004-2 }
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 (5%) or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent (5%) 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.
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.
{01780815; 3; 5004-2 }
SIGNATURE
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.
Dated: February 11, 2014
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
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By:
/s/ Edward F. Glassmeyer
Edward F. Glassmeyer, as
General Partner or Managing Member
or as attorney-in-fact for the
above-listed entities
Individuals:
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By:
/s/ Edward F. Glassmeyer
Edward F. Glassmeyer
individually and as
attorney-in-fact for the
above-listed individuals
{01780815; 3; 5004-2 }
INDEX TO EXHIBITS
EXHIBIT A
Joint Filing Agreement
EXHIBIT B
Power of Attorney (previously filed)
{01780815; 3; 5004-2 }
EXHIBIT A
Joint Filing Agreement
Each of the undersigned hereby agree to file jointly Amendment No. 2 to the statement on Schedule 13G to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to Amendment No. 2 to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto with respect to the Issuer.
Dated: February 11, 2014
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
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By:
By: /s/ Edward F. Glassmeyer
Edward F. Glassmeyer, as
General Partner or Managing Member
or as attorney-in-fact for the
above-listed entities
{01780815; 3; 5004-2 }
Individuals:
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By:
By: /s/ Edward F. Glassmeyer
Edward F. Glassmeyer,
individually and as
attorney-in-fact for the
above-listed individuals
{01780815; 3; 5004-2 }