SEC Form 4 · accession 0000899243-15-002141
CYAN INC · CYNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael L Hatfield
Officer — President · Director
Period of report
Aug 3, 2015
Accepted (ET)
Aug 3, 2015 · 7:51 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 Stock | Aug 3, 2015 | X | 900,000 | $3.62 | A | 3,204,739 | D | |
| Common Stock | Aug 3, 2015 | S | 576,332 | $5.65 | D | 2,628,407 | D | |
| Common StockF2,F3,F4 | Aug 3, 2015 | D | 2,628,407 | — | D | 0 | D |
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)F5 | $3.62 | Aug 3, 2015 | X | 900,000 | D | — | Dec 15, 2017 | Common Stock | 900,000 | 0 | D |
| Employee Stock Option (right to buy)F6 | $2.35 | Aug 3, 2015 | D | 250,000 | D | — | Dec 13, 2020 | Common Stock | 250,000 | 0 | D |
| Employee Stock Option (right to buy)F7 | $3.20 | Aug 3, 2015 | D | 400,000 | D | — | Sep 24, 2022 | Common Stock | 400,000 | 0 | D |
| Performance Restricted Stock UnitsF8,F9 | — | Aug 3, 2015 | A | 102,272 | A | — | — | Common Stock | 102,272 | 102,272 | D |
| Performance Restricted Stock UnitsF8,F9,F10 | — | Aug 3, 2015 | D | 102,272 | D | — | — | Common Stock | 102,272 | 0 | D |
| 8% Convertible Notes due 2019F11 | $2.44 | Aug 3, 2015 | D | 4,000,000 | D | — | Dec 14, 2019 | Common Stock | — | 0 | D |
Explanation of responses
- F1The warrants were automatically exercised on a cashless basis immediately prior to the effective time of the merger, at an exercise price of $3.62 per share. As a result of the cashless exercise, the Issuer withheld 576,332 warrant shares to pay the exercise price and issued the remaining 323,668 shares to the Reporting Person.
- F10Pursuant 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.
- F11Represents 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, 232,840 shares are represented by restricted stock units.
- F3Pursuant 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.
- F4Pursuant to the Merger Agreement, the restricted stock units will be assumed by Ciena and converted into a restricted stock unit for 0.224 shares of Ciena common stock per share of Issuer common stock.
- F5Pursuant to their terms, the warrants were exercisable immediately prior to the effective time of the merger.
- F6Shares subject to the option are fully vested and immediately exercisable. Pursuant 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.
- F7Shares subject to the option vest in forty-eight equal monthly installments beginning on October 25, 2012. Pursuant 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.
- F8Each performance restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- F9The 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.