8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2017

Acacia Communications, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37771	27-0291921
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Three Mill and Main Place, Suite 400 Maynard, Massachusetts	01754
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (978) 938-4896

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

From time to time, representatives of Acacia Communications, Inc. (the “Company”) conduct meetings with investors, analysts and other third parties regarding the Company in which the Company uses a corporate slide presentation. A copy of our current corporate slide presentation, dated February 28, 2017, is attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Presentation”).

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Investor Relations Presentation in use beginning February 28, 2017 (furnished only).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ACACIA COMMUNICATIONS, INC.
Date: February 28, 2017	By:	/s/ Janene I. Asgeirsson
		Janene I. Ásgeirsson
		Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Relations Presentation in use beginning February 28, 2017 (furnished only).

EX-99.1

Investor Relations Presentation February 28, 2017 Exhibit 99.1

Safe Harbor Statement This presentation may contain forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this presentation, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. The forward-looking statements contained in this presentation reflect our current views with respect to future events, and we assume no obligation to update any forward-looking statements. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of the preliminary prospectus, and our actual future results may be materially different from what we expect. We have included important factors in the cautionary statements included in the Form 10-K for the twelve month period ended December 31, 2016 and other documents we have filed with the SEC, particularly in the Risk Factors section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Non-GAAP Financial Measures This presentation includes measures defined by the SEC as non-GAAP financial measures. We believe that these non-GAAP financial measures can provide useful supplemental information to investors when read in conjunction with our reported results. Reconciliations of these non-GAAP financial measures to their closest GAAP measures are available in the Appendix to this presentation and descriptions of these non-GAAP financial measures can be find in our earnings release with respect to our fourth quarter and full year 2016 results.

Our Mission Deliver silicon-based interconnects that transform cloud and communication networks by simplifying these networks, digitizing numerous complex analog functions, and providing significant improvements in speed, capacity and power consumption Siliconization of Optical Interconnect

Fiber Optics Connect Cloud & Communication Networks Acacia Products Reduce Complexity and Cost of High Speed Networks Metro Long-Haul Data Center Interconnect Access Access Cloud

Most Network Elements Benefit from Silicon Economies of Scale Connecting at the Speed of Light Was Both Difficult and Costly Servers Storage Smart Phones Switches/Routers Computers Optical Interconnects Linking These Elements are Analog and Not Based on Silicon Exotic Materials Bulky Components; Low Yield 10 X 10G Required Large, Costly End-Product Manual Network Calibration Expensive Fiber Management Army of Ph.D.s Required B A Leverage Moore’s Law Today

Metro Long-Haul Inter-Data Center Our Solution Significantly Reducing Complexity and Cost of High Speed Networks Significantly reduce complexity and cost of high speed networks Plug and play with variety of network equipment Simplify optical link management eliminating complex manual calibration Key characteristics: speed, industry leading density and power efficiency, automation and manageability Silicon PIC Modules DSP ASIC

Seasoned team with multidisciplinary expertise All 3 founders still in active leadership positions Well positioned in the high growth networking market Transforming cloud, content and communication networks Superior silicon-based solutions Differentiated technology enables industry-leading speed, capacity and power efficiency Technology leadership position translating to significant growth and profitability Our Rise

Increased Data and Video Consumption Growth in Mobile and 4G/LTE Communications Proliferation of Cloud Services Adoption of the “Internet of Things” Changing Traffic Patterns Traffic Demand is Growing for Traditional Carriers and Web 2.0 Content Providers Bandwidth and Network Capacity Source: Predicts 2016: PaaS Innovation Continues Unabated 10 December 2015

High Growth Market Segments 100G+ China Data Center Interconnect Source: 2016 ACG Research Source: LightCounting

Optical Landscape - Representative Companies Long-Haul Inter-Data Center Siliconized Interconnects Network Equipment Manufacturers Service Providers Web 2.0 Components Metro

The Shortcomings of Existing Coherent Interconnect Solutions Multiple discrete, bulky components Non-Si PICs based on esoteric processes Customized design and manual integration Significant engineering effort Difficult to innovate High cost of development Few commercially available Existing offerings not optimized for Power Speed Density Photonics Digital Signal Processors Typical 100G “Pizza Box Sized” Coherent Line Card Network operators need low-cost, low-power, high-speed interconnect solutions that are easy to deploy and manage Modulators Pol Splitter Tap Detectors Variable Attenuator Receiver Driver

Innovative Digital Signal Processor (DSP ASIC) in Latest CMOS Industry-first CMOS Photonic Integrated Circuit (PIC)1 Siliconization of Optical Interconnect + = > 1 billion transistors > 50 photonic functions Intel Microprocessor Broadcom Ethernet PHY Qualcomm Mobile Chipset Analogies to other fundamental transformational technologies in silicon Transforming optical communication Our Technology Disruption Silicon PIC DSP ASIC 1 Commercially available for coherent applications

DSP Radio Frequency Software Optics Siliconization Diverse Set of Skills and Expertise Represents High Barrier to Entrance Acacia Has All the Pieces to the High-Speed Interconnect Puzzle Superior performance Higher density Easy to deploy and manage Lower cost

Modulators Pol Splitter Tap Detectors Variable Attenuator Receiver Driver Silicon PIC DSP ASIC Sky 100G Metro Denali 400G ULH/Metro Multi-core Mouna Kea 100G ULH K2 40G ULH Everest 100G LH Si PIC High Barrier to Entry Best Performance Time to Market Market Share DSP Per Segment 2011 2012 2013 2014 2015 Strong and diverse portfolio of patents and intellectual property 2014 2016 Meru 200G Metro 2016 High Yield Integration Large Wafers Polarization Control Thermally Stable Non-hermetic Optical Performance, Low Power, Rich Feature Set

Family of products meet needs of network operators Compact, low-power industry-standard interfaces Integration in silicon Announced CFP2-ACO and industry’s first CFP2-DCO module Integrates easily into all classes of Communication Equipment High yield / lower cost manufacturing driven by CMOS process Silicon Coherent PIC Dual-core DSP 100G MSA 100G CFP-DCO 400G Module 200G CFP2-DCO 1st Inter- Data Center Long Haul Metro 1st 1st First-to-Market Products Blending High Performance, Scale and Cost-Efficiency We believe we are the first to introduce to the market:

Technology Applications Time Markets that may benefit from low power DSP and SiPh technology Data Rate Access (5G, MSO) & Intra-DC DCI Metro Long-Haul Reducing Power, Size, and Cost through Siliconization New Markets

Deep Customer Relationships Customer Momentum Early engagement in product roadmap discussions Deeper penetration within existing customers Close collaboration with cloud and service providers on technology and market requirements Growing list of customers + Acacia’s early customer success provides key market validation

Our Growth Strategy Increased Investment in all Networks – 100G and Higher Expansion Opportunity with Existing Customers Expand Customer Base – Driven by Network Equipment Transformation Grow into Adjacent Markets Continued Innovation

Unparalleled Breadth of Expertise Christian Rasmussen Founder, VP of DSP and Optics John LoMedico VP of Sales and Business Development Thought Leaders in Multiple Fields Optical Systems Signal Processing Silicon Photonics Software + Hardware Mehrdad Givehchi Founder, VP of Hardware and Software Bhupen Shah VP of Engineering Janene Ásgeirsson  VP, General Counsel and Secretary Renee Pianka Chief Human Resources Officer Raj Shanmugaraj President, CEO and Director Benny Mikkelsen Founder, CTO and Director John Kavanagh SVP of Operations/Supply Chain John Gavin CFO

Financial Performance Revenue Momentum ($mm) Quarterly Revenue ($mm) *Midpoint of $108M - $114M Range Data 83% CAGR

Shifting Customer Dynamics Revenue From Existing and New Customers1 1 New Customers defined as customers who first purchased products from Acacia after the initial 8 customers in 2011. Ongoing diversification of customer base continues Revenue from new customers increasing at a faster pace than initial 2011 customer set Primary drivers of growth are the China, metro and DCI markets In Q4 2016, we had 4 customers that each represented more than 10% of revenue for the first time in Acacia’s history $69 *Rounded numbers represented $478

Expanding Gross Margins* Acacia’s silicon innovations enable mix shift to vertically integrated products ramping gross margins Examples of purchased components from first product (2011-2015) Purchased devices already integrated to our silicon PIC Product Mix Vertical integration mix shift Volume leverage and efficiencies Move to low-cost region manufacturers Margin Expansion Drivers Utilized in all new modules * These goals are forward-looking, are subject to significant uncertainties and contingencies and are based upon assumptions with respect to future circumstances, which are subject to change. Actual results will vary and those variations may be material. For discussion of some of the important factors that could cause these variations, please consult the “Risk Factors” section of the Form 10-K for the twelve month period ended December 31, 2016, the registration statement and other documents that we have filed with the SEC. Modulators Pol Splitter Tap Detectors Variable Attenuator Receiver Driver

Non-GAAP Income from Operations1 ($mm) Non-GAAP Net Income1 ($mm) Proven Operating Leverage and Demonstrated Profitability Capital Efficiency Leveraged Sales Model Low Sales and Support Costs Efficient R&D Key Drivers |-----------------------------------------------------------MARGIN -----------------------------------------------------------| *Midpoint of $27M - $30M Range Data 12% 32% 28% 19% 18% 29% 32% 10% 14% 26% 17% 25% 30% 27% 26% 1 This is a “non-GAAP financial measure” as defined in Regulation G under the Securities Exchange Act of 1934, as amended, and reconciliation of such non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP is provided in the Appendix to this presentation.  Descriptions of this non-GAAP financial measure can be found in the company’s earnings release with respect to its fourth quarter and full year 2016 results

Long-Term Financial Goals These long-term financial goals are forward-looking, are subject to significant uncertainties and contingencies and are based upon assumptions with respect to future circumstances, which are subject to change. Actual results will vary and those variations may be material.  For discussion of some of the important factors that could cause these variations, please consult the “Risk Factors” section of the Form 10-K for the fiscal year ended December 31, 2016, that we have filed with the SEC.  These long-term financial goals include “non-GAAP financial measures” as defined in Regulation G under the Securities Exchange Act of 1934, as amended, and reconciliations of such historical non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are provided in the Appendix to this presentation.  Acacia Communications has not reconciled the forward-looking non-GAAP measures included in these long-term financial goals because the expected tax benefits derived from any disqualifying dispositions of equity awards during the periods included in these long-range goals cannot be reasonably calculated or predicted at this time and, accordingly, a reconciliation is not available without unreasonable effort.  Descriptions of the non-GAAP financial measures included in these long-term financial goals can be found in the company’s earnings release with respect to its fourth quarter and full year 2016 results.

appendix

Reconciliation of GAAP to Non-GAAP

Reconciliation of GAAP to Non-GAAP