Ownership Submission
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)
President, CEO and Chairman
(Last)
(First)
(Middle)
2911 ZANKER ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
08/02/2012
(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 08/02/2012   M   8,000 A $ 0 38,246 (1) D  
Common Stock 08/02/2012   F   2,968 D $ 4.97 (5) 35,278 D  
Commmon Stock               8,500 I See footnote 6. (6)
Common Stock               6,000 I See footnote 7. (7)
Common Stock               3,798 I See footnote 8. (8)

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) (2) 08/02/2012   M     8,000   (3)   (4) Common Stock 8,000 $ 0 16,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Jenks Timothy Storrs
2911 ZANKER ROAD
SAN JOSE, CA 95134		   X     President, CEO and Chairman  

Signatures

 /s/ Timothy S. Jenks by James D. Fay, Attorney-in-Fact   08/21/2012
**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) Balance includes non-reportable acquisition of 3,300 shares through the Company's 2010 Employee Stock Purchase Plan.
(2) Each restricted stock unit represents a contingent right to receive one share of NeoPhotonics common stock.
(3) The reporting person received 24,000 restricted stock units subject to the following vesting schedule: the shares vest in three equal annual installments from the grant date, 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.
(4) Not applicable.
(5) Represents shares reacquired by the Company to satisfy tax withholding obligations in connection with the vesting of 8,000 shares of restricted stock units granted to the reporting person on 08/02/2011.
(6) Represents shares held in trust by the reporting person as custodian for his minor child, Hana C. Jenks.
(7) Represents shares held in trust by the reporting person as custodian for his minor child, Saya J. Jenks.
(8) Represents shares held by the Timothy S. Jenks and Atsuko K. Jenks Declarion of Trust dated January 7, 1996.
 
Remarks:
This amended Form 4 is being filed solely to provide the number of shares reacquired by the Company to satisfy the tax withholding obligations upon release of the restriced stock units granted to the reporting person on 08/02/2012.  This information was not included in the Form 4 filed on August 6, 2012.

The amended Form 4 also includes the indirect holdings of the reporting person which were previously disclosed on Forms 3 and 4 filed February 1, 2011 and December 1, 2011, respectively.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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