SEC Form 4 · accession 0001209191-15-064232
CYAN INC · CYNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NORWEST VENTURE PARTNERS VII-A L P
10% Owner
NORWEST VENTURE PARTNERS VI A LP
10% Owner
NORWEST VENTURE PARTNERS X L P
10% Owner
Jeffrey Crowe
10% Owner
Matthew D. Howard
10% Owner
Period of report
Aug 3, 2015
Accepted (ET)
Aug 5, 2015 · 9:21 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 | Aug 3, 2015 | X | 900,000 | $3.62 | A | 900,000 | I | By Limited Partnership |
| Common StockF1 | Aug 3, 2015 | F | 651,600 | $5.65 | D | 248,400 | I | By Limited Partnership |
| Common StockF3,F1 | Aug 3, 2015 | D | 248,400 | — | D | 0 | I | By Limited Partnership |
| Common StockF4 | Aug 3, 2015 | X | 1,575,000 | $3.62 | A | 2,216,560 | D | |
| Common StockF4 | Aug 3, 2015 | F | 1,140,300 | $5.65 | D | 1,076,260 | D | |
| Common StockF4,F3 | Aug 3, 2015 | D | 1,076,260 | — | D | 0 | D | |
| Common StockF3,F6 | Aug 3, 2015 | D | 10,362,539 | — | D | 0 | I | By Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% Convertible Note Due 2019F1,F7 | $2.44 | Aug 3, 2015 | D | 4,000,000 | D | — | Dec 14, 2019 | Common Stock | — | 0 | I |
| Common Stock Warrants (right to buy)F1,F8 | $3.62 | Aug 3, 2015 | X | 900,000 | D | — | Dec 15, 2017 | Common Stock | 900,000 | 0 | I |
| 8% Convertible Note Due 2019F7 | $2.44 | Aug 3, 2015 | D | 7,000,000 | D | — | Dec 14, 2019 | Common Stock | — | 0 | D |
| Common Stock Warrants (right to buy)F8 | $3.62 | Aug 3, 2015 | X | 1,575,000 | D | — | Dec 15, 2017 | Common Stock | 1,575,000 | 0 | D |
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 their positions as co-Chief Executive Officers of the managing member of the general partner of NVP VI-A, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim 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 the 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 their positions as co-Chief Executive Officers of the managing member of the general partner of NVP VII-A, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim 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 their positions as co-Chief Executive Officers of the managing member of the general partner of NVP X, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
- F7Pursuant 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.
- F8Pursuant to their terms, the warrants were exercised immediately prior to the effective time of the merger.