SEC Form 4 · accession 0000899243-15-002146
CYAN INC · CYNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey G Ross
Officer — VP & Chief Financial Officer
Period of report
Aug 3, 2015
Accepted (ET)
Aug 3, 2015 · 8:09 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 | 207,513 | — | 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 | $4.22 | Aug 3, 2015 | D | 400,000 | D | — | Mar 28, 2024 | Common Stock | 400,000 | 0 | D |
| Performance Restricted Stock UnitsF5,F6 | — | Aug 3, 2015 | A | 90,909 | A | — | — | Common Stock | 90,909 | 90,909 | D |
| Performance Restricted Stock UnitsF5,F6,F7 | — | Aug 3, 2015 | D | 90,909 | D | — | — | Common Stock | 90,909 | 0 | D |
Explanation of responses
- F1Of the reported securities, 154,546 shares are represented by restricted stock units.
- 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.
- F3Pursuant 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.
- F4One-fourth of the shares subject to the option vested on March 28, 2015 and the remaining shares vest monthly thereafter for 36 months. 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.
- F5Each performance restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- F6The 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.
- F7Pursuant 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.