SEC Form 4 · accession 0001144204-17-047276

Cyalume Technologies Holdings, Inc. · CYLU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Andrew Intrater

Director

Period of report

Sep 8, 2017

Accepted (ET)

Sep 8, 2017 · 4:11 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001335293

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Sep 8, 2017	D	3,744,700	—	D	0	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Convertible Preferred Stock^F4,F5,F3	$0.14	Sep 8, 2017	D	123,077	D	Nov 19, 2013	—	Common Stock	44,814,651	I
Series B Convertible Preferred Stock^F7,F6,F3	—	Sep 8, 2017	D	505	D	Jul 30, 2014	—	Common Stock	18,035,139	I
Stock Option (right to buy)^F8	$0.09	Sep 8, 2017	D	50,000	D	Feb 15, 2015	Nov 21, 2024	Common Stock	50,000	D
Stock Option (right to buy)^F9	$1.85	Sep 8, 2017	D	7,500	D	Jul 9, 2013	Jul 9, 2023	Common Stock	7,500	D
Stock Option (right to buy)^F9	$2.50	Sep 8, 2017	D	7,500	D	Jun 21, 2012	Jun 21, 2022	Common Stock	7,500	D
Stock Option (right to buy)^F9	$4.50	Sep 8, 2017	D	7,500	D	Jun 16, 2011	Jun 16, 2021	Common Stock	7,500	D
Stock Option (right to buy)^F9	$3.65	Sep 8, 2017	D	7,500	D	Feb 4, 2010	Feb 4, 2020	Common Stock	7,500	D

Explanation of responses

F1The shares were cancelled in the merger (the "Merger") effected pursuant to the Agreement and Plan of Merger, dated as of August 8, 2017, among the Issuer, CPS Performance Materials Merger Sub Corp. and CPS Performance Materials Corp., in exchange for a cash payment of $0.213837 per share (the "Common Per Share Merger Consideration").
F2These shares are held of record by Columbus Nova Investments IV Ltd. or its wholly-owned subsidiary Cova Small Cap Holdings, LLC ("Cova"). The Reporting Person is the chief executive officer of Cova and has the power to direct the voting and investment decisions of Cova. As a result, the Reporting Person may be deemed to have voting and investment power over the shares held by LP. The Reporting Person disclaims beneficial ownership of these shares for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F3The shares do not have an expiration date.
F4The shares of Series A Convertible Preferred Stock were cancelled in the Merger in exchange for a cash payment of $77.86 per share.
F5These shares are held of record by US VC Partners, LP ("LP"). US VC Partners GP, LLC is the general partner of LP and the Reporting Person is the Special Managing Member and has the power to direct the voting and investment decisions of GP. As a result, the Reporting Person may be deemed to have voting and investment power over the shares held by LP. The Reporting Person disclaims beneficial ownership of these shares for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F6Each share of Series B Convertible Preferred Stock is convertible into 35,713.147 shares of Common Stock.
F7The shares of Series B Convertible Preferred Stock were cancelled in the Merger in exchange for a cash payment of $7,636.80 per share.
F8This option was cancelled in the Merger in exchange for a cash payment of $6,192, representing the difference between the per share exercise price of the option and the Common Per Share Merger Consideration.
F9This option was cancelled in the Merger without payment, as the per share exercise price of the option was greater than the Common Per Share Merger Consideration.