SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Alliance Fiber Optic Products, Inc.

(Name of Subject Company (Issuer))

Apricot Merger Company

(Name of Filing Persons (Offeror))

a wholly owned subsidiary of

Corning Incorporated

(Name of Filing Persons (Parent of Offeror))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

018680306

(CUSIP Number of Class of Securities)

Lewis A. Steverson

Senior Vice President and General Counsel

Corning Incorporated

One Riverfront Plaza

Corning, NY 14831

Telephone:  (607) 974-9000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Clare O’Brien

David Connolly

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY  10022

Telephone:  (212) 848-4000

Calculation of Filing Fee

Transaction Valuation(1)	Amount of Filing Fee(2)
$311,921,798.50	$31,410.52

(1) Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Calculated by adding (a) 15,803,585 shares of common stock of Alliance Fiber Optic Products, Inc. issued and outstanding as of April 20, 2016, multiplied by $18.50, the per share tender offer price, (b) 554,800 shares of common stock subject to outstanding stock options as of April 20, 2016, with an exercise price less than $18.50, multiplied by $11.12, which is the offer price of $18.50 per share minus the weighted average exercise price for such options of $7.38 per share, (c) 508,000 shares of restricted stock units as of April 20, 2016, multiplied by $18.50, the per share tender offer price and (d) 208,360 shares issuable pursuant to an employee stock purchase plan as of April 20, 2016, multiplied by $18.50, the per share tender offer price.  The calculation of the filing fee is based on information provided by Alliance Fiber Optic Products, Inc. as of April 20, 2016.

(2) The filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #1 for fiscal year 2016, issued August 27, 2015, by multiplying the transaction valuation by 0.0001007.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid:  $31,410.52 Filing Party:  Apricot Merger Company and

                   Corning Incorporated

Form or Registration No.:  Schedule TO-T Date Filed:  April 21, 2016

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

This Amendment No. 4 filed with the Securities and Exchange Commission on May 13, 2016, amends and supplements the Tender Offer Statement filed on Schedule TO (as amended or supplemented, the “Schedule TO”) with the Securities and Exchange Commission on April 21, 2016, by both Apricot Merger Company, a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Corning Incorporated, a New York corporation (“Corning”), and Corning.  The Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share, and the related rights to purchase shares of Series A Preferred Stock distributed to the holders of the common stock of Alliance Fiber Optic Products, Inc., a Delaware corporation (“AFOP”), pursuant to the Amended and Restated Rights Agreement, dated March 10, 2011, between AFOP and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agreement”) (each, a “Share” and collectively, the “Shares”) of AFOP, at a price of $18.50 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated April 21, 2016 (as it may be amended or supplemented, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.  The information set forth in the Offer to Purchase, including all schedules thereto, and the related Letter of Transmittal is incorporated herein by reference with respect to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.  All capitalized terms used in this Amendment No. 4 without definition have the meanings ascribed to them in the Schedule TO.

Items 1 through 7, 9, and 11.

Items 1 through 7, 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:

“On May 12, 2016, Corning caused the Purchaser to exercise its right to extend the Offer for a period of ten (10) business days by transmitting the Dow Corning Extension Notice.  The Offer was previously scheduled to expire at 12:00 Midnight, New York City time, (The End of the Day) on May 19, 2016.  Having exercised the Dow Corning Extension, the Expiration Date of the Offer is extended to 5:00 P.M., New York City time on June 3, 2016, unless further extended.  The Depositary has advised Corning and Purchaser that, as of 5:00 P.M., New York City time, on May 12, 2016, 1,374,808 shares of common stock of AFOP were tendered pursuant to the tender offer, which represented approximately 8.61% of the outstanding shares of common stock of AFOP.

On May 13, 2016, Corning issued a press release announcing the extension of the Offer. The full text of the press release is attached as Exhibit (a)(5)(B) to the Schedule TO and is incorporated herein by reference.”

All references in the Offer to Purchase (Exhibit (a)(1)(A)), Form of Letter of Transmittal (Exhibit (a)(1)(B)), Form of Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) and Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) of the expiration date of the Offer being “12:00 Midnight, New York City time, (The End of the Day) on Thursday, May 19, 2016” are amended and replaced with “5:00 P.M., New York City time, on Friday, June 3, 2016.”

Items 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Description
(a)(5)(B)	Press Release of Corning Incorporated, dated May 13, 2016.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  May 13, 2016

APRICOT MERGER COMPANY
By:	/s/ William L. Juan
Name:	William L. Juan
Title:	Secretary

CORNING INCORPORATED
By:	/s/ Linda E. Jolly
Name:	Linda E. Jolly
Title:	Vice President & Corporate Secretary

EXHIBIT INDEX

Item 12. Exhibits.

(a)(1)(A)* Offer to Purchase, dated April 21, 2016.

(a)(1)(B)* Form of Letter of Transmittal.

(a)(1)(C)* Form of Notice of Guaranteed Delivery.

(a)(1)(D)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(E)* Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(F)* Summary Advertisement as published in the New York Times on April 21, 2016.

(a)(5)(A)* Joint press release issued by Corning and AFOP on April 7, 2016 incorporated by reference to the Schedule TO-C filed by Corning Incorporated and Purchaser on April 8, 2016.

(a)(5)(B) Press Release of Corning Incorporated, dated May 13, 2016.

(b) Not applicable.

(c) Not applicable.

(d)(1)* Agreement and Plan of Merger, dated as of April 7, 2016, by and among Corning, Purchaser and AFOP.

(d)(2)* Confidentiality Agreement, dated as of February 17, 2015, by and between Corning and AFOP.

(d)(3)* Exclusivity Agreement, dated as of January 13, 2016, by and between Corning and AFOP.

(g) Not applicable.

(h) Not applicable.

* Previously filed.

EX-99.A.5.B

EXHIBIT (a)(5)(B)

Corning Incorporated www.corning.com

News Release

FOR RELEASE –– May 13, 2016

Corning Announces Extension of Tender Offer For Shares of AFOP

CORNING, N.Y. — Corning Incorporated (NYSE: GLW) announced today that it, along with Apricot Merger Company (“Purchaser”), a direct, wholly owned subsidiary of Corning, pursuant to the Agreement and Plan of Merger dated April 7, 2016 (the “Merger Agreement”), among Corning, Purchaser, and Alliance Fiber Optic Products, Inc. (Nasdaq: AFOP), has exercised its right to extend the offering period of its previously announced tender offer to purchase all of the outstanding shares of common stock of AFOP.  The Merger Agreement allows Corning to extend the offering period if the transactions between Corning and Dow Corning Corporation that were previously announced on December 11, 2015 are not yet closed.  The tender offer, which was previously scheduled to expire at 12:00 midnight (New York City time) on May 19, 2016, has been extended until 5:00 p.m., New York City time on June 3, 2016, unless further extended.

American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised Corning and Purchaser that, as of 5:00 p.m., New York City time, on May 12, 2016, 1,374,808 shares of common stock of AFOP were tendered pursuant to the tender offer, which represented approximately 8.61% of the outstanding shares of common stock of AFOP.  Stockholders who have already tendered their shares of common stock of AFOP do not have to re-tender their shares or take any other action as a result of the extension of the expiration date of the tender offer.

Georgeson LLC is the Information Agent for the tender offer and any questions or requests for the Offer to Purchase and related materials with respect to the tender offer may be directed to them, toll-free at (866) 203-9357.

Notice to Investors

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. Corning and Purchaser have filed a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the SEC and AFOP has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials are available to AFOP security holders at no expense to them from the information agent named in the tender offer materials.  In addition, such materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s website at www.sec.gov.

© 2016 Corning Incorporated. All Rights Reserved.

Corning to Acquire Alliance Fiber Optic Products, Inc.

Page Two

About Corning Incorporated

Corning (www.corning.com) is one of the world’s leading innovators in materials science. For more than 160 years, Corning has applied its unparalleled expertise in specialty glass, ceramics, and optical physics to develop products that have created new industries and transformed people’s lives. Corning succeeds through sustained investment in R&D, a unique combination of material and process innovation, and close collaboration with customers to solve tough technology challenges. Corning’s businesses and markets are constantly evolving. Today, Corning’s products enable diverse industries such as consumer electronics, telecommunications, transportation, and life sciences. They include damage-resistant cover glass for smartphones and tablets; precision glass for advanced displays; optical fiber, wireless technologies, and connectivity solutions for high-speed communications networks; trusted products that accelerate drug discovery and manufacturing; and emissions-control products for cars, trucks, and off-road vehicles.

Corning Media Relations Contacts:

Joseph Dunning

(607) 974-5006

dunningjm@corning.com

Isolde Karro

(828) 901-6406

karroI@corning.com

Corning Investor Relations Contact:

Ann H.S. Nicholson

(607) 974-6716

nicholsoas@corning.com

© 2016 Corning Incorporated. All Rights Reserved.