SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COMFORT WILLIAM T III

(Last)

(First)

(Middle)

2 BASIL STREET

2ND FLOOR

(Street)

LONDON

SW3 1AA

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LYRIS, INC. [ LYRI.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/22/2015		D		1,171,206	D	⁽¹⁾	0	D
Common Stock	06/22/2015		D		1,497,435	D	⁽¹⁾	0	I	See Footnote⁽²⁾
Common Stock	06/22/2015		D		2,830,208	D	⁽¹⁾	0	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$2.5	06/22/2015		D		2,000,000		⁽⁴⁾	⁽⁴⁾	Common Stock	2,000,000	⁽⁵⁾	0	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 4, 2015 by and between Lyris and LY Acquisition Corp ("Buyer") in exchange for cash consideration of $0.89 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Buyer will merge into Lyris, with Lyris continuing as the surviving corporation. Upon consummation of the merger, Lyris will become a subsidiary of Aurea Software.

2. Shares are held by 65 BR Trust, for which Mr. Comfort is the investment adviser and has voting and dispositive power over the shares. Mr. Comfort disclaims beneficial ownership of any of the shares of common stock held by 65 BR Trust.

3. Mr. Comfort is the general partner of, and has shared voting and dispositive power over, these shares held by LDN Stuyvie Partnership.

4. The Series A Convertible Preferred Stock is exercisable on date of issue and has no expiration date.

5. Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $2.50 per share, without interest, subject to any required withholding of taxes.

6. Preferred shares are held by Lyr, Ltd., a Bermuda corporation of which Mr. Comfort is the Chairman and has voting and dispositive power over the shares. Mr. Comfort disclaims beneficial ownership of any of the shares of the Issuer's Preferred Stock held by Lyr, Ltd.

	/s/ William T. Comfort, III	06/23/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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