NLIGHT, INC. — Director's Dealing 2018

Apr 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NLIGHT, INC. (LASR)
CIK: 0001124796
Period of Report: 2018-04-30

Reporting Person: CARLISLE DOUGLAS C (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-30	Common Stock	C	5934216	—	Acquired	5961028	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-30	Series C Preferred Stock	$	C	1389860	Disposed		Common Stock (1389860)	Indirect
2018-04-30	Series D Preferred Stock	$	C	1415912	Disposed		Common Stock (1415912)	Indirect
2018-04-30	Series E Preferred Stock	$	C	267754	Disposed		Common Stock (267754)	Indirect
2018-04-30	Series F Preferred Stock	$	C	2526719	Disposed		Common Stock (2526719)	Indirect
2018-04-30	Series G Preferred Stock	$	C	333971	Disposed		Common Stock (333971)	Indirect

Footnotes

F1: The Series C Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date.

F2: The Series D Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date.

F3: The Series E Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date.

F4: The Series F Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date.

F5: The Series G Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date.

F6: Consists of 1,317,410 shares held of record by Menlo Ventures IX, L.P., 43,470 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 5,268 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 23,712 shares held of record by MMEF IX, L.P.

F7: Consists of 1,335,768 shares held of record by Menlo Ventures IX, L.P., 44,080 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 6,678 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 29,386 shares held of record by MMEF IX, L.P.

F8: Consists of 252,599 shares held of record by Menlo Ventures IX, L.P., 8,335 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 1,263 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 5,557 shares held of record by MMEF IX, L.P.

F9: Consists of 2,383,702 shares held of record by Menlo Ventures IX, L.P., 78,660 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 11,917 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 52,440 shares held of record by MMEF IX, L.P.

F10: Consists of 315,445 shares held of record by Menlo Ventures IX, L.P., 10,409 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 1,497 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 6,620 shares held of record by MMEF IX, L.P.

F11: Consists of 5,630,342 shares held of record by Menlo Ventures IX, L.P., 185,792 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 26,723 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 118,171 shares held of record by MMEF IX, L.P.

F12: MV Management IX, L.L.C., is the general partner of and exercises voting and dispositive power over Menlo Ventures IX, L.P., Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P (collectively, the "Menlo Funds"). The Reporting Person is a managing member of MV Management IX, L.L.C. and disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds.