SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LEE DAVID (Last) (First) (Middle) C/O CLARITY PARTNERS, L.P. 100 NORTH CRESCENT DRIVE (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/14/2007	3. Issuer Name and Ticker or Trading Symbol OPNEXT INC [ OPXT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,229,114	I	See footnote(1)
Common Stock	7,500,000	I	See footnote(2)
Common Stock	3,270,885	I	See footnote(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
options to purchase common stock	11/16/2001	07/31/2011	Common Stock	250,000	$15	I	See "Remarks"
options to purchase common stock	11/16/2002	07/31/2011	Common Stock	250,000	$15	I	See "Remarks"
options to purchase common stock	11/16/2003	07/31/2011	Common Stock	250,000	$15	I	See "Remarks"
options to purchase common stock	11/16/2004	07/31/2011	Common Stock	250,000	$15	I	See "Remarks"

Explanation of Responses:

1. David Lee is a managing member of Clarity GenPar, LLC, which is the general partner of Clarity Partners L.P.. Clarity Partners L.P. is the named owner of the shares listed in this row.

2. David Lee is a managing member of Clarity GenPar, LLC, which is the general partner of Clarity Partners L.P.. Clarity Partners L.P. is the managing member of Clarity Opnext Holdings I, LLC, which is the named owner of the shares listed in this row.

3. David Lee is a managing member of Clarity GenPar, LLC, which is the general partner of Clarity Partners L.P.. Clarity Partners L.P. is the managing member of Clarity Opnext Holdings II, LLC, which is the named owner of the shares listed in this row.

Remarks:

David Lee is a managing member of Clarity Management, LLC, which is the general partner of Clarity Management L.P.. Clarity Management L.P. is the named owner of all the options listed above.

	/s/ Tammy L. Wedemeyer, as attorney-in-fact	02/13/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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