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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Jenks Timothy Storrs
  2. Issuer Name and Ticker or Trading Symbol
NEOPHOTONICS CORP [NPTN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
3081 ZANKER RD
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2022
(Street)

SAN JOSE, CA 95134
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 07/30/2022   M   6,666 A $ 0 463,450 D  
Common Stock 07/30/2022   M   25,000 A $ 0 488,450 D  
Common Stock 08/02/2022   D   6,970 D $ 15.99 (1) 481,480 D  
Common Stock               3,076 I As Trustee
Common Stock               32,465 I Trustee- CLAT (2)
Common Stock               3,200 I Trustee-Family Trust
Common Stock               32,465 I Trustee-Spouse CLAT (3)
Common Stock               3,798 I by Trust (4)

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
Restricted Stock Units (right to acquire) $ 0 (5) 07/30/2022   M     6,666 07/30/2022(6) 07/30/2022 Common Stock 6,666 $ 0 0 D  
Restricted Stock Units (right to acquire) $ 0 (5) 07/30/2022   M     25,000 07/30/2022(7) 07/30/2023 Common Stock 25,000 $ 0 25,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Jenks Timothy Storrs
3081 ZANKER RD
SAN JOSE, CA 95134
  X     CEO  

Signatures

 By: /s/ Barbara Rogan For: Timothy S. Jenks   08/02/2022
**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) Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock units granted to the reporting person.
(2) Represents shares held by Timothy S. Jenks in a Charitable Lead Annuity Trust dated April 28, 2022.
(3) Represents shares held by Atsuko K. Jenks in a Charitable Lead Annuity Trust dated April 28, 2022.
(4) Represents shares held by Timothy S. Jenks and Atsuko K. Jenks Declaration of Trust dated January 7, 1996.
(5) Each restricted stock unit represents a contingent right to receive one share of NeoPhotonics common stock.
(6) The shares vest in three equal annual installments, so long as the person remains an employee of or consultant to the Company or its qualifying subsidiaries. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
(7) 25% of the underlying shares shall vest on each year anniversary of the Vesting Commencement Dates, subject to the recipient's continued service through such date.

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