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^*

EITAN YARON

(Last)

(First)

(Middle)

C/O CYALUME TECHNOLOGIES HOLDINGS, INC.

96 WINDSOR STREET

(Street)

WEST SPRINGFIELD,

01089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cyalume Technologies Holdings, Inc. [ CYLU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2009

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	02/12/2009		X		47,196	A	⁽¹⁾	633,134	D
Common Stock	02/12/2009		X		74,633⁽²⁾	A	⁽³⁾	133,227⁽²⁾	I	By SCP Private Equity Management Company, LLC⁽²⁾

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)
Public Warrant (Right to Buy)	$5	02/12/2009		X			93,750⁽⁴⁾	12/19/2008	⁽⁵⁾	Common Stock	93,750	⁽¹⁾	0	D
Public Warrant (Right to Buy)	$5	02/12/2009		X			148,250⁽⁶⁾	12/19/2008	⁽⁵⁾	Common Stock	148,250⁽⁶⁾	⁽³⁾	0	I	By SCP Private Equity Management Company, LLC⁽⁶⁾

Explanation of Responses:

1. 93,750 warrants were exercised on a cashless basis and Mr. Eitan received 47,196 shares of common stock in exchange for such warrants.

2. Mr. Eitan shares voting and dispositive power over the securities held by SCP Private Equity Management Company, LLC. Although SCP Private Equity Management Company, LLC received 298,532 shares of common stock and now owns a total of 532,906 shares of common stock, giving effect to this transaction, Mr. Eitan has a pecuniary interest in only 25% of such shares.

3. 593,000 warrants were exercised on a cashless basis, and SCP Private Equity Management Company, LLC received 298,532 shares of common stock in exchange for such warrants. Because Mr. Eitan has a pecuniary interest in only 25% of such shares, that is the number of shares he is reflected as having an interest in.

4. The warrants were purchased by Mr. Eitan at a price of $8.00 per unit in a private placement. Each unit consists of a share of common stock and a warrant to purchase one share of common stock.

5. The warrants will expire on April 25, 2012 or earlier upon redemption.

6. Mr. Eitan shares voting and dispositive power over the securities held by SCP Private Equity Management Company, LLC. Although SCP Private Equity Management Company, LLC owned 593,000 warrants prior to the effect of this transaction, Mr. Eitan had a pecuniary interest in only 25% of such shares.

	/s/ Yaron Eitan	02/23/2009
	** Signature of Reporting Person	Date
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