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Filing Details

Accession Number:: 0000899243-15-002396
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-08-05 15:53:45
Reporting Period:: 2015-08-03

Filing Date:: 2015-08-05
Accepted Time:: 2015-08-05 15:53:45
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
1484948	Paul Ferris	650 California Street, 11Th Floor San Francisco CA 94108		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2015-08-03	17,000	$0.00	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2015-08-03	5,324,789	$0.00	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2015-08-03	682,912	$0.00	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Footnotes

Pursuant to the Agreement and Plan of Merger among the Issuer, Neptune Acquisition Subsidiary, Inc. 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's common stock at the Effective Time (as defined in the Merger Agreement) by virtue of the merger.
Of 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's 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.
These securities are held directly by Mr. Ferris and were issued to Mr. Ferris in connection with his services to the Issuer as a director. Pursuant to an arrangement with Azure Capital Partners VC Administrators II, L. P. ("Azure GP"), Mr. Ferris will assign to Azure Capital Partners, L.P. ("Azure Manager") any remuneration received for service as a director of the Issuer. Such remuneration will then offset the management fees payable to Azure Manager. (Continued in footnote 4)
Azure GP is the sole general partner of each of Azure Capital Partners II, L.P. ("ACP II") and Azure Entrepreneurs II, L.P. ("AE II"). The sole general partner of Azure GP is Azure Parent, L.L.C. ("Azure Parent"), which is wholly-owned by Azure Capital Partners, Inc. ("Azure Capital" and together with ACP II, AE II, Azure GP, Azure Manager and Azure Capital, the "Azure Entities"). Mr. Ferris, a manager of Azure Parent, serves as the Azure Entities' representative on the Issuer's board of directors. Mr. Ferris disclaims beneficial ownership in such securities, except to the extent, if any, of his pecuniary interest therein by virtue of his interests in Azure Capital.
These shares are held directly by ACP II. Mr. Ferris disclaims beneficial ownership in such securities, except to the extent, if any, of his pecuniary interest therein by virtue of his interests in Azure Capital.
These shares are held directly by AE II. Mr. Ferris disclaims beneficial ownership in such securities, except to the extent, if any, of his pecuniary interest therein by virtue of his interests in Azure Capital.