Filing Details
- Accession Number:
- 0000899243-15-002141
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2015-08-03 19:51:25
- Reporting Period:
- 2015-08-03
- Filing Date:
- 2015-08-03
- Accepted Time:
- 2015-08-03 19:51:25
- 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 |
|---|---|---|---|---|---|---|---|
| 1575538 | L Michael Hatfield | C/O Cyan, Inc. 1383 N. Mcdowell Blvd., Suite 300 Petaluma CA 94954 | President | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2015-08-03 | 900,000 | $3.62 | 3,204,739 | No | 4 | X | Direct | |
| Common Stock | Disposition | 2015-08-03 | 576,332 | $5.65 | 2,628,407 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2015-08-03 | 2,628,407 | $0.00 | 0 | No | 4 | D | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | X | Direct | |
| No | 4 | S | Direct | |
| No | 4 | D | Direct |
Reported Derivative Transactions
| 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 | 900,000 | $0.00 | 900,000 | $3.62 |
| Common Stock | Employee Stock Option (right to buy) | Disposition | 2015-08-03 | 250,000 | $0.00 | 250,000 | $2.35 |
| Common Stock | Employee Stock Option (right to buy) | Disposition | 2015-08-03 | 400,000 | $0.00 | 400,000 | $3.20 |
| Common Stock | Performance Restricted Stock Units | Acquisiton | 2015-08-03 | 102,272 | $0.00 | 102,272 | $0.00 |
| Common Stock | Performance Restricted Stock Units | Disposition | 2015-08-03 | 102,272 | $0.00 | 102,272 | $0.00 |
| Common Stock | 8% Convertible Notes due 2019 | Disposition | 2015-08-03 | 4,000,000 | $0.00 | 0 | $2.44 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2017-12-15 | No | 4 | X | Direct | |
| 0 | 2020-12-13 | No | 4 | D | Direct | |
| 0 | 2022-09-24 | No | 4 | D | Direct | |
| 102,272 | No | 4 | A | Direct | ||
| 0 | No | 4 | D | Direct | ||
| 0 | 2019-12-14 | No | 4 | D | Direct |
Footnotes
- The 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 576,332 warrant shares to pay the exercise price and issued the remaining 323,668 shares to the Reporting Person.
- Of the reported securities, 232,840 shares are represented by restricted stock units.
- 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.
- Pursuant 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.
- 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.
- Shares subject to the option vest in forty-eight equal monthly installments beginning on October 25, 2012. 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.
- 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.
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