Home > Insider Trading > Filing (0000899243-15-002140)

Filing Details

Accession Number:: 0000899243-15-002140
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-08-03 19:48:50
Reporting Period:: 2015-08-03

Filing Date:: 2015-08-03
Accepted Time:: 2015-08-03 19:48:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1391636	Cyan Inc	CYNI	Services-Computer Integrated Systems Design (7373)	205862569

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1261165	A Mark Floyd	C/O Cyan, Inc. 1383 N. Mcdowell Blvd., Suite 300 Petaluma CA 94954	Ceo & Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2015-08-03	403,292	$0.00	0	No	4	D	Direct
Common Stock	Acquisiton	2015-08-03	450,000	$3.62	450,000	No	4	X	Indirect	See footnote
Common Stock	Disposition	2015-08-03	288,166	$5.65	161,834	No	4	S	Indirect	See footnote
Common Stock	Disposition	2015-08-03	161,834	$0.00	0	No	4	D	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Direct
No	4	X	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	D	Indirect	See footnote

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Stock Warrants (right to buy)	Disposition	2015-08-03	450,000	$0.00	900,000	$3.62
Common Stock	Employee Stock Option (right to buy)	Disposition	2015-08-03	88,685	$0.00	88,685	$0.42
Common Stock	Employee Stock Option (right to buy)	Disposition	2015-08-03	100,000	$0.00	100,000	$2.54
Common Stock	Employee Stock Option (right to buy)	Disposition	2015-08-03	1,517,874	$0.00	1,517,874	$2.67
Common Stock	Employee Stock Option (right to buy)	Disposition	2015-08-03	320,000	$0.00	320,000	$10.37
Common Stock	Performance Restricted Stock Units	Acquisiton	2015-08-03	113,637	$0.00	102,272	$0.00
Common Stock	Performance Restricted Stock Units	Disposition	2015-08-03	113,637	$0.00	102,272	$0.00
Common Stock	8% Convertible Notes due 2019	Disposition	2015-08-03	2,000,000	$0.00	0	$2.44

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2017-12-15	No	4	X	Indirect
0	2018-10-28	No	4	D	Direct
0	2022-02-27	No	4	D	Direct
0	2022-05-21	No	4	D	Direct
0	2023-04-12	No	4	D	Direct
102,272		No	4	A	Direct
0		No	4	D	Direct
0	2019-12-14	No	4	D	Direct

Footnotes

Pursuant 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.
Of the reported securities, 270,546 shares are represented by restricted stock units. Pursuant to the terms of the Severance and Change in Control Agreement dated April 1, 2013 between the Issuer and the Reporting Person (the "Change in Control Agreement"), 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.
The reported securities are held directly by the Floyd-Mattison Family Limited Partnership for which the Reporting Rerson serves as president.
Pursuant to their terms, the warrants were exercisable immediately prior to the effective time of the merger.
Shares subject to the option are fully vested and immediately exercisable.
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.
The option was granted on February 28, 2012 and provided for vesting in forty-eight equal monthly installments beginning on October 25, 2012. Pursuant to the Change in Control Agreement, all of the unvested shares subject to the option vested in full upon the effectiveness of the merger.
The option was granted on May 22, 2012 and provided for vesting of one-fourth of the shares subject to the option on May 14, 2013 and one forty-eighth of the shares subject to the option vest monthly thereafter. Pursuant to the Change in Control Agreement, all of the unvested shares subject to the option vested in full upon the effectiveness of the merger.
The option was granted on April 13, 2013 and provided for vesting in forty-eight equal monthly installments beginning on May 13, 2013. Pursuant to the Change in Control Agreement, all of the unvested shares subject to the option vested in full upon the effectiveness of the merger.
Each performance restricted stock unit represents a contingent right to receive one share of Issuer common stock.
The 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.
Pursuant 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.
Represents principal amount of convertible promissory notes. Pursuant to the Merger Agreement, the notes will become convertible into the right to receive merger consideration equivalent at an effective conversion rate of approximately 460.4 shares of Cyan common stock per $1,000 in principal amount of notes converted.