SEC Form 4 · accession 0001144204-15-038459
LYRIS, INC. · LYRI.OB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William T Comfort III
Director · 10% Owner
Period of report
Jun 22, 2015
Accepted (ET)
Jun 23, 2015 · 10:00 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001166220
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 22, 2015 | D | 1,171,206 | — | D | 0 | D | |
| Common StockF1,F2 | Jun 22, 2015 | D | 1,497,435 | — | D | 0 | I | See Footnote |
| Common StockF1,F3 | Jun 22, 2015 | D | 2,830,208 | — | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF5,F6,F4 | $2.50 | Jun 22, 2015 | D | 2,000,000 | A | — | — | Common Stock | 2,000,000 | 0 | I |
Explanation of responses
- F1Disposed of pursuant to Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 4, 2015 by and between Lyris and LY Acquisition Corp ("Buyer") in exchange for cash consideration of $0.89 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Buyer will merge into Lyris, with Lyris continuing as the surviving corporation. Upon consummation of the merger, Lyris will become a subsidiary of Aurea Software.
- F2Shares are held by 65 BR Trust, for which Mr. Comfort is the investment adviser and has voting and dispositive power over the shares. Mr. Comfort disclaims beneficial ownership of any of the shares of common stock held by 65 BR Trust.
- F3Mr. Comfort is the general partner of, and has shared voting and dispositive power over, these shares held by LDN Stuyvie Partnership.
- F4The Series A Convertible Preferred Stock is exercisable on date of issue and has no expiration date.
- F5Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $2.50 per share, without interest, subject to any required withholding of taxes.
- F6Preferred shares are held by Lyr, Ltd., a Bermuda corporation of which Mr. Comfort is the Chairman and has voting and dispositive power over the shares. Mr. Comfort disclaims beneficial ownership of any of the shares of the Issuer's Preferred Stock held by Lyr, Ltd.