SEC Form 4 · accession 0000899243-15-002148
CYAN INC · CYNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Boustridge
Director
Period of report
Aug 3, 2015
Accepted (ET)
Aug 3, 2015 · 8:17 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 | 17,000 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3,F4 | $3.20 | Aug 3, 2015 | D | 88,685 | D | — | Sep 24, 2022 | Common Stock | 88,685 | 0 | D |
| Stock Option (right to buy)F4,F5 | $8.31 | Aug 3, 2015 | D | 40,000 | D | — | Jan 28, 2023 | Common Stock | 40,000 | 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, 8,500 shares are represented by restricted stock units. Pursuant to the Issuer's Non-Employee Director Compensation and Expense Reimbursement Program, all of 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.
- F3The 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 Reporting Person's stock option agreement under the Cyan, Inc. 2006 Stock Plan, all of the unvested shares subject to the option vested in full upon the effectiveness of the merger.
- 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.
- F5Shares subject to the option are fully vested and immediately exercisable.