SEC Form 4 · accession 0000899243-15-002147
CYAN INC · CYNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth M Siegel
Officer — VP & General Counsel
Period of report
Aug 3, 2015
Accepted (ET)
Aug 3, 2015 · 8:13 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 | 277,029 | — | 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 | $3.20 | Aug 3, 2015 | D | 250,000 | D | — | Sep 24, 2022 | Common Stock | 250,000 | 0 | D |
| Employee Stock Option (right to buy)F5 | $11.00 | Aug 3, 2015 | D | 50,000 | D | — | May 7, 2023 | Common Stock | 50,000 | 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
- F1Of the reported securities, 188,637 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 September 17, 2013 and one forty-eighth of the shares vest monthly thereafter. 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.
- F5Shares subject to the option vest in forty-eight equal monthly installments beginning on June 8, 2013. 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.
- 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.