SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Epstein Jason

(Last)

(First)

(Middle)

C/O COLUMBUS ACQUISITION CORP

153 EAST 53RD STREET 58TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2008

3. Issuer Name and Ticker or Trading Symbol
Cyalume Technologies Holdings, Inc. [ VTRQ ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,499,476⁽¹⁾	I	By GMS Acquisition Partners Holdings, LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Put option (right to sell)⁽³⁾	02/02/2009	04/18/2009	Common Stock	1,562,500	$4.8	I	By GMS Acquisition Partners Holdings, LLC⁽²⁾

Explanation of Responses:

1. Pursuant to the stock purchase agreement, dated as of February 14, 2008, by and among Vector Intersect Security Acquisition Corporation ("Vector"), Cyalume Acquisition Corp., Cyalume Technologies, Inc. and GMS, as amended (the "Stock Purchase Agreement"), of the 8,499,476 shares of common stock of Cyalume Technologies Holdings, Inc. (f/k/a Vector Intersect Security Acquisition Corporation) ("Cyalume Holdings") held by the reporting person, 1,505,646 shares are currently being held in escrow to satisfy any purchase price adjustment or indemnification obligation of GMS under the Stock Purchase Agreement. In addition, pursuant to a stock purchase agreement, dated as of December 18, 2008, by and between Winston J. Churchill and GMS, GMS agreed to sell 625,000 shares of common stock of Cyalume Holdings to Winston J. Churchill for a purchase price of $4.00 per share on January 15, 2009.

2. Mr. Epstein is the Chief Executive Officer of GMS and a director of GMS. Mr. Epstein may be deemed to share voting and dispositive power with respect to the shares of common stock of Cyalume Holdings held by GMS. Mr. Epstein disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. Pursuant to the Churchill Stock Purchase Agreement, during the period between February 2, 2009 and April 18, 2009, GMS and/or its designees have the right to elect to sell Churchill and his designees and Churchill agreed to purchase for $4.80 per share 1,562,500 shares of common stock of Cyalume Holdings 120 days after receiving GMS' or its designees written election to exercise such rights.

	/s/ Jason Epstein	12/29/2008
	** 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 5 (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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