SEC Form 4 · accession 0000899243-15-002140
CYAN INC · CYNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A Floyd
Officer — CEO & Chairman · Director
Period of report
Aug 3, 2015
Accepted (ET)
Aug 3, 2015 · 7:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001391636
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 3, 2015 | D | 403,292 | — | D | 0 | D | |
| Common StockF3 | Aug 3, 2015 | X | 450,000 | $3.62 | A | 450,000 | I | See footnote |
| Common StockF3 | Aug 3, 2015 | S | 288,166 | $5.65 | D | 161,834 | I | See footnote |
| Common StockF1,F3 | Aug 3, 2015 | D | 161,834 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (right to buy)F3,F4 | $3.62 | Aug 3, 2015 | X | 450,000 | D | — | Dec 15, 2017 | Common Stock | 900,000 | 0 | I |
| Employee Stock Option (right to buy)F5,F6 | $0.42 | Aug 3, 2015 | D | 88,685 | D | — | Oct 28, 2018 | Common Stock | 88,685 | 0 | D |
| Employee Stock Option (right to buy)F6,F7 | $2.54 | Aug 3, 2015 | D | 100,000 | D | — | Feb 27, 2022 | Common Stock | 100,000 | 0 | D |
| Employee Stock Option (right to buy)F6,F8 | $2.67 | Aug 3, 2015 | D | 1,517,874 | D | — | May 21, 2022 | Common Stock | 1,517,874 | 0 | D |
| Employee Stock Option (right to buy)F6,F9 | $10.37 | Aug 3, 2015 | D | 320,000 | D | — | Apr 12, 2023 | Common Stock | 320,000 | 0 | D |
| Performance Restricted Stock UnitsF10,F11 | — | Aug 3, 2015 | A | 113,637 | A | — | — | Common Stock | 102,272 | 102,272 | D |
| Performance Restricted Stock UnitsF10,F11,F12 | — | Aug 3, 2015 | D | 113,637 | D | — | — | Common Stock | 102,272 | 0 | D |
| 8% Convertible Notes due 2019F13 | $2.44 | Aug 3, 2015 | D | 2,000,000 | D | — | Dec 14, 2019 | Common Stock | — | 0 | D |
Explanation of responses
- F1Pursuant to the Merger Agreement between the Issuer and Ciena Corporation ("Ciena") dated May 3, 2015, as amended (the "Merger Agreement"), each share of Issuer common stock will be exchanged for $0.63 in cash and 0.19936 shares of Ciena common stock.
- F10Each performance restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- F11The performance restricted stock units are subject to the achievement of certain performance objectives relating to 2015 revenue goals. To the extent the applicable performance goals are achieved, 50% of performance restricted stock units are scheduled to vest on the date the achievement of the performance goals are certified after completion of the performance period and the remaining 50% are scheduled to vest on the first business day in 2017.
- F12Pursuant to the Merger Agreement, the performance restricted stock units will be assumed by Ciena and converted into a performance restricted stock unit for 0.224 shares of Ciena common stock per share of Issuer common stock.
- F13Represents principal amount of convertible promissory notes. Pursuant to the Merger Agreement, the notes will become convertible into the right to receive merger consideration equivalent at an effective conversion rate of approximately 460.4 shares of Cyan common stock per $1,000 in principal amount of notes converted.
- F2Of the reported securities, 270,546 shares are represented by restricted stock units. Pursuant to the terms of the Severance and Change in Control Agreement dated April 1, 2013 between the Issuer and the Reporting Person (the "Change in Control Agreement"), the restricted stock units vested in full upon the effectiveness of the merger. Each Issuer restricted stock unit that is vested but not yet settled as of the effective time will be deemed paid in shares of Issuer common stock immediately prior to the effective time, and the holder of such restricted stock unit will be entitled to receive $0.63 in cash and 0.19936 shares of Ciena common stock with respect to each such share of Issuer common stock otherwise issuable pursuant to such vested (but not yet settled) restricted stock units.
- F3The reported securities are held directly by the Floyd-Mattison Family Limited Partnership for which the Reporting Rerson serves as president.
- F4Pursuant to their terms, the warrants were exercisable immediately prior to the effective time of the merger.
- F5Shares subject to the option are fully vested and immediately exercisable.
- F6Pursuant to the Merger Agreement, the option will be assumed by Ciena and converted into an option to purchase 0.224 shares of Ciena common stock for each share of Issuer common stock at an exercise price equal to the current exercise price divided by 0.224 per share.
- F7The option was granted on February 28, 2012 and provided for vesting in forty-eight equal monthly installments beginning on October 25, 2012. Pursuant to the Change in Control Agreement, all of the unvested shares subject to the option vested in full upon the effectiveness of the merger.
- F8The option was granted on May 22, 2012 and provided for vesting of one-fourth of the shares subject to the option on May 14, 2013 and one forty-eighth of the shares subject to the option vest monthly thereafter. Pursuant to the Change in Control Agreement, all of the unvested shares subject to the option vested in full upon the effectiveness of the merger.
- F9The option was granted on April 13, 2013 and provided for vesting in forty-eight equal monthly installments beginning on May 13, 2013. Pursuant to the Change in Control Agreement, all of the unvested shares subject to the option vested in full upon the effectiveness of the merger.