SEC Form 4 · accession 0000899243-15-002143
CYAN INC · CYNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Hamilton
Officer — SVP, Worldwide Sales
Period of report
Aug 3, 2015
Accepted (ET)
Aug 3, 2015 · 7:59 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,F3 | Aug 3, 2015 | D | 262,566 | — | 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)F4,F5 | $8.31 | Aug 3, 2015 | D | 356,250 | D | — | Feb 25, 2023 | Common Stock | 356,250 | 0 | D |
| Performance Restricted Stock UnitsF6,F7 | — | Aug 3, 2015 | A | 90,909 | A | — | — | Common Stock | 90,909 | 90,909 | D |
| Performance Restricted Stock UnitsF6,F7,F8 | — | Aug 3, 2015 | D | 90,909 | D | — | — | Common Stock | 90,909 | 0 | D |
Explanation of responses
- F1The total amount of shares reflects an adjustment to the number of shares owned by 69 shares to take into account the Reporting Person's overreporting of the number of shares withheld to cover taxes as reported in a Form 4 filed on February 18, 2015.
- F2Pursuant 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.
- F3Of the reported securities, 113,637 shares are represented by restricted stock units. Pursuant to the terms of the Severance and Change in Control Agreement dated March 26, 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.
- F4The option was granted on February 26, 2013 and provided for vesting of one-fourth of the shares subject to the option on February 25, 2014 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.
- F5Pursuant 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.
- F6Each performance restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- F7The 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.
- F8Pursuant 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.