SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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	02/14/2007		S		242,709(2)	D	$15	14,757,290(3)	I	See Footnote(1)
Common Stock	09/18/2007		J		7,500,000(4)	D	$0	7,257,290(5)	I	See Footnote(1)
Common Stock	09/27/2007		J		729,870(6)	D	$0	6,527,420(7)	I	See Footnote(1)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* Clarity GenPar, LLC (Last) (First) (Middle) 100 NORTH CRESCENT DRIVE (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Clarity Partners, L.P. (Last) (First) (Middle) 100 NORTH CRESCENT DRIVE (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Clarity GenPar, LLC ("Clarity GenPar") is the general partner of Clarity Partners, L.P. ("Clarity Partners"), which is the managing member of Clarity Opnext Holdings I, LLC ("Clarity I") and Clarity Opnext Holdings II, LLC ("Clarity II").

2. Represents a sale of 242,709 shares by Clarity II as selling stockholder in the initial public offering of Opnext, Inc. on February 14, 2007. This transaction was reported on a Form 4 filed by David Lee, managing member of Clarity GenPar and a director of Opnext, Inc. on February 16, 2007.

3. After the sale by Clarity II, the amount of securities beneficially owned consists of 4,229,114 shares of common stock held by Clarity Partners in its own name, 7,500,000 shares of common stock held in Clarity I's name and 3,028,176 shares held in Clarity II's name.

4. Represents the distribution-in-kind on a pro rata basis and for no additional consideration by Clarity I to its members, in connection with the winding up and dissolution of Clarity I. This transaction was reported on a Form 4 filed by David Lee on February 7, 2008, and a Form 4 filed by Clarity I on February 7, 2008.

5. After the distribution-in-kind by Clarity I, the amount of securities beneficially owned consists of 4,229,114 shares of common stock held by Clarity Partners in its own name and 3,028,176 shares of common stock held in Clarity II's name.

6. Represents a distribution-in-kind on a pro rata basis and for no additional consideration by Clarity II to its members. This transaction was reported on a Form 4 filed by David Lee on February 7, 2008.

7. After the distribution-in-kind by Clarity II, the amount of securities beneficially owned consists of 4,229,114 shares of common stock held by Clarity Partners in its own name and 2,298,306 shares held in Clarity II's name.

	CLARITY GENPAR, LLC By: /s/ W. Jack Kessler Name: W. Jack Kessler Title: Member and Chief Financial Officer	02/07/2008
	CLARITY PARTNERS, L.P. By: Clarity GenPar, LLC, its General Partner By: /s/ W. Jack Kessler Name: W. Jack Kessler Title: Member and Chief Financial Officer	02/07/2008
	** Signature of Reporting Person	Date
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