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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

FLOYD MARK A

(Last)

(First)

(Middle)

C/O CYAN, INC.

1383 N. MCDOWELL BLVD., SUITE 300

(Street)

PETALUMA

94954

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CYAN INC [ CYNI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2015

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	08/03/2015		D		403,292	D	⁽¹⁾⁽²⁾	0	D
Common Stock	08/03/2015		X		450,000	A	$3.62	450,000	I	See footnote⁽³⁾
Common Stock	08/03/2015		S⁽¹⁾		288,166	D	$5.65	161,834	I	See footnote⁽³⁾
Common Stock	08/03/2015		D		161,834	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)
Common Stock Warrants (right to buy)	$3.62	08/03/2015		X			450,000	⁽⁴⁾	12/15/2017	Common Stock	900,000	$0.00	0	I	See footnote⁽³⁾
Employee Stock Option (right to buy)	$0.42	08/03/2015		D			88,685	⁽⁵⁾⁽⁶⁾	10/28/2018	Common Stock	88,685	$0.00	0	D
Employee Stock Option (right to buy)	$2.54	08/03/2015		D			100,000	⁽⁶⁾⁽⁷⁾	02/27/2022	Common Stock	100,000	$0.00	0	D
Employee Stock Option (right to buy)	$2.67	08/03/2015		D			1,517,874	⁽⁶⁾⁽⁸⁾	05/21/2022	Common Stock	1,517,874	$0.00	0	D
Employee Stock Option (right to buy)	$10.37	08/03/2015		D			320,000	⁽⁶⁾⁽⁹⁾	04/12/2023	Common Stock	320,000	$0.00	0	D
Performance Restricted Stock Units	⁽¹⁰⁾	08/03/2015		A		113,637		⁽¹¹⁾	⁽¹¹⁾	Common Stock	102,272	$0.00	102,272	D
Performance Restricted Stock Units	⁽¹⁰⁾	08/03/2015		D			113,637	⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	Common Stock	102,272	$0.00	0	D
8% Convertible Notes due 2019	$2.44	08/03/2015		D			2,000,000	⁽¹³⁾	12/14/2019	Common Stock	⁽¹³⁾	$0.00	0	D

Explanation of Responses:

1. 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.

2. 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.

3. The reported securities are held directly by the Floyd-Mattison Family Limited Partnership for which the Reporting Rerson serves as president.

4. Pursuant to their terms, the warrants were exercisable immediately prior to the effective time of the merger.

5. Shares subject to the option are fully vested and immediately exercisable.

6. 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.

7. 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.

8. 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.

9. 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.

10. Each performance restricted stock unit represents a contingent right to receive one share of Issuer common stock.

11. 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.

12. 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.

13. 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.

Remarks:

	/s/ Kenneth M. Siegel, by power of attorney	08/03/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.