SEC Form 4 · accession 0001144204-17-047614
Cyalume Technologies Holdings, Inc. · CYLU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James G Schleck
Director
Period of report
Sep 8, 2017
Accepted (ET)
Sep 12, 2017 · 2:11 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 StockF1 | Sep 8, 2017 | D | 250 | — | D | 0 | D | |
| Common StockF1 | Sep 9, 2017 | D | 2,740,169 | — | D | 0 | I | By JFC Technologies, LLC |
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 StockF3,F2 | $0.14 | Sep 8, 2017 | D | 20 | D | Nov 19, 2013 | — | Common Stock | 6,134 | 0 | I |
| Series B Convertible Preferred StockF5,F4,F2 | — | Sep 8, 2017 | D | 100 | D | Jul 30, 2014 | — | Common Stock | 3,571,315 | 0 | I |
| Stock Option (right to buy)F6 | $0.09 | Sep 8, 2017 | D | 20,000 | D | Feb 15, 2015 | Nov 21, 2024 | Common Stock | 20,000 | 0 | D |
| Stock Option (right to buy)F8,F7 | $1.50 | Sep 8, 2017 | D | 200,000 | D | — | Dec 27, 2022 | Common Stock | 200,000 | 0 | 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").
- F2The shares do not have an expiration date.
- F3The shares of Series A Convertible Preferred Stock were cancelled in the Merger in exchange for a cash payment of $77.86 per share.
- F4Each share of Series B Convertible Preferred Stock is convertible into 35,713.147 shares of Common Stock.
- F5The shares of Series B Convertible Preferred Stock were cancelled in the Merger in exchange for a cash payment of $7,636.80 per share.
- F6This option was cancelled in the Merger in exchange for a cash payment of $2,477, representing the difference between the per share exercise price of the option and the Common Per Share Merger Consideration.
- F7The option vested in five equal annual installments beginning on December 27, 2013.
- F8This 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.