SEC Form 4 · accession 0000899243-15-002142
CYAN INC · CYNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Norman L Foust
Officer — Vice President of Operations
Period of report
Aug 3, 2015
Accepted (ET)
Aug 3, 2015 · 7:55 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 | 231,815 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3,F4 | $0.10 | Aug 3, 2015 | D | 250,000 | D | — | Apr 24, 2017 | Common Stock | 250,000 | 0 | D |
| Employee Stock Option (right to buy)F3,F4 | $2.35 | Aug 3, 2015 | D | 50,000 | D | — | Mar 21, 2021 | Common Stock | 50,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F5 | $2.54 | Aug 3, 2015 | D | 25,000 | D | — | Mar 26, 2022 | Common Stock | 25,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F6 | $3.20 | Aug 3, 2015 | D | 100,000 | D | — | Sep 24, 2022 | Common Stock | 100,000 | 0 | D |
| Performance Restricted Stock UnitsF7,F8 | — | Aug 3, 2015 | A | 90,909 | A | — | — | Common Stock | 90,909 | 90,909 | D |
| Performance Restricted Stock UnitsF7,F8,F9 | — | Aug 3, 2015 | D | 90,909 | D | — | — | Common Stock | 90,909 | 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.
- F2Of the reported securities, 161,137 shares are represented by restricted stock units. Pursuant to the terms of the Severance and Change in Control Agreement dated April 11, 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.
- F3Shares subject to the option are fully vested and immediately exercisable.
- F4Pursuant 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.
- F5The option was granted on March 27, 2012 and provided for vesting of one-fourth of the shares subject to the option on March 27, 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.
- F6The option was granted on September 25, 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.
- F7Each performance restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- F8The 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.
- F9Pursuant 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.