0000899243-15-002140.txt : 20150803
0000899243-15-002140.hdr.sgml : 20150801
20150803194850
ACCESSION NUMBER: 0000899243-15-002140
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150803
FILED AS OF DATE: 20150803
DATE AS OF CHANGE: 20150803
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CYAN INC
CENTRAL INDEX KEY: 0001391636
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 205862569
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1383 N MCDOWELL BLVD SUITE 300
CITY: PETALUMA
STATE: CA
ZIP: 94954
BUSINESS PHONE: 707-735-2300
MAIL ADDRESS:
STREET 1: 1383 N MCDOWELL BLVD SUITE 300
CITY: PETALUMA
STATE: CA
ZIP: 94954
FORMER COMPANY:
FORMER CONFORMED NAME: CYAN OPTICS INC
DATE OF NAME CHANGE: 20070228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FLOYD MARK A
CENTRAL INDEX KEY: 0001261165
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35904
FILM NUMBER: 151023709
MAIL ADDRESS:
STREET 1: C/O CYAN, INC.
STREET 2: 1383 N. MCDOWELL BLVD., SUITE 300
CITY: PETALUMA
STATE: CA
ZIP: 94954
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-08-03
1
0001391636
CYAN INC
CYNI
0001261165
FLOYD MARK A
C/O CYAN, INC.
1383 N. MCDOWELL BLVD., SUITE 300
PETALUMA
CA
94954
1
1
0
0
CEO & Chairman
Common Stock
2015-08-03
4
D
0
403292
D
0
D
Common Stock
2015-08-03
4
X
0
450000
3.62
A
450000
I
See footnote
Common Stock
2015-08-03
4
S
0
288166
5.65
D
161834
I
See footnote
Common Stock
2015-08-03
4
D
0
161834
D
0
I
See footnote
Common Stock Warrants (right to buy)
3.62
2015-08-03
4
X
0
450000
0.00
D
2017-12-15
Common Stock
900000
0
I
See footnote
Employee Stock Option (right to buy)
0.42
2015-08-03
4
D
0
88685
0.00
D
2018-10-28
Common Stock
88685
0
D
Employee Stock Option (right to buy)
2.54
2015-08-03
4
D
0
100000
0.00
D
2022-02-27
Common Stock
100000
0
D
Employee Stock Option (right to buy)
2.67
2015-08-03
4
D
0
1517874
0.00
D
2022-05-21
Common Stock
1517874
0
D
Employee Stock Option (right to buy)
10.37
2015-08-03
4
D
0
320000
0.00
D
2023-04-12
Common Stock
320000
0
D
Performance Restricted Stock Units
2015-08-03
4
A
0
113637
0.00
A
Common Stock
102272
102272
D
Performance Restricted Stock Units
2015-08-03
4
D
0
113637
0.00
D
Common Stock
102272
0
D
8% Convertible Notes due 2019
2.44
2015-08-03
4
D
0
2000000
0.00
D
2019-12-14
Common Stock
0
D
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.
/s/ Kenneth M. Siegel, by power of attorney
2015-08-03