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 * Draper Fisher Jurvetson Fund VII, L.P.   2. Issuer Name and Ticker or Trading Symbol NEOPHOTONICS CORP [NPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Owner (Last) (First) (Middle) 2882 SAND HILL ROAD, SUITE 150 3. Date of Earliest Transaction (Month/Day/Year) 02/07/2011 (Street) MENLO PARK, CA 94025 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   425,408 A $ 0 565,887 I See Footnotes (1) (2) (3) (4) Common Stock 02/07/2011   C   157,385 A $ 0 723,272 I See Footnotes (1) (2) (3) (5) Common Stock 02/07/2011   C   496,210 A $ 0 1,219,482 I See Footnotes (1) (2) (3) (6) Common Stock 02/07/2011   C   494,560 A $ 0 1,714,042 I See Footnotes (1) (2) (3) (7)

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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

425,408

(8)

(8)

Common Stock

425,408

$ 0

0

I

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

Series 2 Preferred Stock

(9)

02/07/2011

C

157,385

(9)

(9)

Common Stock

157,385

$ 0

0

I

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

Series 3 Preferred Stock

(10)

02/07/2011

C

496,210

(10)

(10)

Common Stock

496,210

$ 0

0

I

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

Series X Preferred Stock

(11)

02/07/2011

C

1,236.4

(11)

(11)

Common Stock

494,560

$ 0

0

I

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Draper Fisher Jurvetson Fund VII, L.P. 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025				Former 10% Owner
DRAPER FISHER ASSOCIATES III ANNEX FUND LP 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025				Former 10% Owner
DRAPER ASSOCIATES L P 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025				Former 10% Owner
Draper Fisher Jurvetson Partners VII, LLC 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025				Former 10% Owner
DRAPER FISHER PARTNERS LLC 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025				Former 10% Owner
Draper GC Partners, LLC 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025				Former 10% Owner

Signatures

/s/ John Fisher, Managing Director for DRAPER FISHER JURVETSON FUND VII, L.P.		02/07/2011
**Signature of Reporting Person		Date
/s/ John Fisher, Managing Director for DRAPER FISHER ASSOCIATES III ANNEX FUND, L.P.		02/07/2011
**Signature of Reporting Person		Date
/s/ Timothy C. Draper, General Partner for DRAPER ASSOCIATES, L.P.		02/07/2011
**Signature of Reporting Person		Date
/s/ John Fisher, Managing Member for DRAPER FISHER JURVETSON PARTNERS VII, LLC		02/07/2011
**Signature of Reporting Person		Date
/s/ John Fisher, Managing Member for DRAPER FISHER PARTNERS, LLC		02/07/2011
**Signature of Reporting Person		Date
/s/ Timothy C. Draper, Managing Member for DRAPER GC PARTNERS, LLC		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)	Timothy C. Draper, John H.N. Fisher and Steven T. Jurvetson are Managing Directors of the general partner entities of Draper Fisher Jurvetson Fund VII, L.P. and also Managing Members of Draper Fisher Jurvetson Partners VII, LLC, that directly hold shares and as such, they may be deemed to have voting and investment power with respect to such shares. Timothy C. Draper, John H.N. Fisher and Steven T. Jurvetson are Managing Directors of the general partner entities of Draper Fisher Associates III Annex Fund, L.P., that directly holds shares and as such, they may be deemed to have voting and investment power with respect to such shares. (Continued in footnote 2)
(2)	The investing and voting power of the shares held by Draper Associates, L.P. is controlled by its General Partner, Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. Timothy C. Draper and John H.N. Fisher are Managing Members of Draper Fisher Partners, LLC, that directly holds shares and as such, they may be deemed to have voting and investment power with respect to such shares. (Continued in footnote 3)
(3)	Timothy C. Draper is the Managing Member of Draper GC Partners LLC, that directly holds shares and as such, they may be deemed to have voting and investment power with respect to such shares. These individuals disclaims beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein. In addition, Issuer shares are held by individuals and trusts affiliated with Draper Fisher Jurvetson. The general partners of the limited partnerships holding shares of the Issuer disclaim beneficial ownership of the shares held by the limited partnerships except to the extent of their pecuniary interest therein.
(4)	Includes 386,133 shares held by Draper Fisher Jurvetson Fund VII, L.P., 17,166 shares held by Draper Fisher Associates III Annex Fund, L.P., 10,400 shares held by Draper Associates, L.P., 5,631 shares held by Draper Fisher Jurvetson Partners VII, LLC, 1,115 shares held by Draper Fisher Partners, LLC, 57 shares held by Draper GC Partners, LLC and 4,906 shares held by individuals and trusts affiliated with Draper Fisher Jurvetson.
(5)	Includes 134,812 shares held by Draper Fisher Jurvetson Fund VII, L.P., 14,298 shares held by Draper Fisher Associates III Annex Fund, L.P., 3,651 shares held by Draper Associates, L.P., 1,966 shares held by Draper Fisher Jurvetson Partners VII, LLC, 928 shares held by Draper Fisher Partners, LLC, 20 shares held by Draper GC Partners, LLC and 1,710 shares held by individuals and trusts affiliated with Draper Fisher Jurvetson.
(6)	Includes 458,079 shares held by Draper Fisher Jurvetson Fund VII, L.P., 12,641 shares held by Draper Fisher Associates III Annex Fund, L.P., 12,406 shares held by Draper Associates, L.P., 6,680 shares held by Draper Fisher Jurvetson Partners VII, LLC, 821 shares held by Draper Fisher Partners, LLC and 5,583 shares held by individuals and trusts affiliated with Draper Fisher Jurvetson.
(7)	Includes 467,856 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Fisher Jurvetson Fund VII, L.P., 12,640 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Associates, L.P., 6,816 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Fisher Jurvetson Partners VII, LLC, 1,376 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper Fisher Partners, LLC, 32 shares of common stock issuable upon conversion of Series X Preferred Stock held by Draper GC Partners, LLC and 5,840 shares of common stock issuable upon conversion of Series X Preferred Stock held by individuals and trusts affiliated with Draper Fisher Jurvetson.
(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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