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