SEC Form 4 · accession 0001209191-15-064215

CYAN INC · CYNI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Promod Haque

Director · 10% Owner

Period of report

Aug 3, 2015

Accepted (ET)

Aug 5, 2015 · 8:27 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 Stock^F1	Aug 3, 2015	X	900,000	$3.62	A	900,000	I	By Limited Partnership
Common Stock^F1	Aug 3, 2015	F	651,600	$5.65	D	248,400	I	By Limited Partnership
Common Stock^F3,F1	Aug 3, 2015	D	248,400	—	D	0	I	By Limited Partnership
Common Stock^F4	Aug 3, 2015	X	1,575,000	$3.62	A	2,216,560	I	By Limited Partnership
Common Stock^F4	Aug 3, 2015	F	1,140,300	$5.65	D	1,076,260	I	By Limited Partnership
Common Stock^F3,F4	Aug 3, 2015	D	1,076,260	—	D	0	I	By Limited Partnership
Common Stock^F3,F6	Aug 3, 2015	D	10,362,539	—	D	0	I	By Limited Partnership
Common Stock^F7,F3	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	D/I
8% Convertible Note due 2019^F1,F8	$2.44	Aug 3, 2015	D	4,000,000	D	—	Dec 14, 2019	Common Stock	—	I
Common Stock Warrants (right to buy)^F1,F9	$3.62	Aug 3, 2015	X	900,000	D	—	Dec 15, 2017	Common Stock	900,000	I
8% Convertible Note due 2019^F4,F8	$2.44	Aug 3, 2015	D	7,000,000	D	—	Dec 14, 2019	Common Stock	—	I
Common Stock Warrants (right to buy)^F4,F9	$3.62	Aug 3, 2015	X	1,575,000	D	—	Dec 15, 2017	Common Stock	1,575,000	I

Explanation of responses

F1The securities shown on Lines 1, 2 and 3 of Table 1 and Lines 1 and 2 of Table 2 represent securities held of record by Norwest Venture Partners VI-A, LP ("NVP VI-A"). By virtue of his position as a co-Chief Executive Officer of the managing member of the general partner of NVP VI-A, Promod Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
F2The warrants were automatically exercised on a cashless basis immediately prior to the effective time of the merger at an exercise price of $3.62 per share. As a result of the cashless exercise the Issuer withheld 651,600 warrant shares to pay the exercise price and issued the remaining 248,400 shares to NVP VI-A.
F3Pursuant to the Merger Agreement among the Issuer, Ciena Corporation ("CIENA") and Neptune Acquistion Subsidiary, Inc. dated as of May 3, 2015, as amended (the "Merger Agreement"), each share of Issuer common stock was exchanged for $0.63 in cash and 0.19936 shares of Ciena common stock.
F4The securities shown on Lines 4, 5 and 6 of Table 1 and Lines 3 and 4 of Table 2 represent securities held of record by Norwest Venture Partners VII-A, LP ("NVP VII-A"). By virtue of his position as a co-Chief Executive Officer of the managing member of the general partner of NVP VII-A, Promod Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
F5The warrants were automatically exercised on a cashless basis immediately prior to the effective time of the merger at an exercise price of $3.62 per share. As a result of the cashless exercise the Issuer withheld 1,140,300 warrant shares to pay the exercise price and issued the remaining 434,700 shares to NVP VII-A.
F6The securities shown on Line 7 of Table 1 represent securities held of record by Norwest Venture Partners X, LP ("NVP X"). By virtue of his position as a co-Chief Executive Officer of the managing member of the general partner of NVP X, Promod Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
F7These securities consist of 8,500 restricted stock units.
F8Pursuant to the Merger Agreement, the convertible promissory notes will be convertible into the right to receive merger consideration of 460.4 shares of Ciena common stock per $,1000.00 of the principal amount of notes converted.
F9Pursuant to their terms, the warrants were exercised immediately prior to the effective time of the merger.