4//SEC Filing
CYAN INC 4
Accession 0000899243-15-002395
CIK 0001391636operating
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 3:52 PM ET
Size
18.5 KB
Accession
0000899243-15-002395
Insider Transaction Report
Form 4
CYAN INCCYNI
Azure Parent, L.L.C.
Director10% Owner
Transactions
- Sale
Common Stock
2015-08-03−5,324,789→ 0 total(indirect: See Footnotes) - Sale
Common Stock
2015-08-03−17,000→ 0 total(indirect: See Footnotes) - Sale
Common Stock
2015-08-03−682,912→ 0 total(indirect: See Footnotes)
Azure Capital Partners II LP
Director10% Owner
Transactions
- Sale
Common Stock
2015-08-03−682,912→ 0 total(indirect: See Footnotes) - Sale
Common Stock
2015-08-03−5,324,789→ 0 total(indirect: See Footnotes) - Sale
Common Stock
2015-08-03−17,000→ 0 total(indirect: See Footnotes)
Azure Capital Partners, Inc.
Director10% Owner
Transactions
- Sale
Common Stock
2015-08-03−682,912→ 0 total(indirect: See Footnotes) - Sale
Common Stock
2015-08-03−17,000→ 0 total(indirect: See Footnotes) - Sale
Common Stock
2015-08-03−5,324,789→ 0 total(indirect: See Footnotes)
Azure Capital Partners VC Administrators II, L.P.
Director10% Owner
Transactions
- Sale
Common Stock
2015-08-03−5,324,789→ 0 total(indirect: See Footnotes) - Sale
Common Stock
2015-08-03−682,912→ 0 total(indirect: See Footnotes) - Sale
Common Stock
2015-08-03−17,000→ 0 total(indirect: See Footnotes)
Azure Entrepreneurs II L P
Director10% Owner
Transactions
- Sale
Common Stock
2015-08-03−17,000→ 0 total(indirect: See Footnotes) - Sale
Common Stock
2015-08-03−682,912→ 0 total(indirect: See Footnotes) - Sale
Common Stock
2015-08-03−5,324,789→ 0 total(indirect: See Footnotes)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger by and among the Issuer, Neptune Acquisition Subsidiary, Inc. 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's common stock at the Effective Time (as defined in the Merger Agreement) by virtue of the merger.
- [F2]Of the reported securities, 8,500 shares are represented by restricted stock units. Pursuant to the Issuer's Non-Employee Director Compensation and Expense Reimbursement Program, all of 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's 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.
- [F3]These securities are held directly by Mr. Ferris and were issued to Mr. Ferris in connection with his services to the Issuer as a director. Pursuant to an arrangement with Azure Capital Partners VC Administrators II, L. P. ("Azure GP"), Mr. Ferris will assign to Azure Capital Partners, L.P. ("Azure Manager") any remuneration received for service as a director of the Issuer. Such remuneration will then offset the management fees payable to Azure Manager. (continued in footnote 4)
- [F4]Azure GP is the sole general partner of each of Azure Capital Partners II, L.P. ("ACP II") and Azure Entrepreneurs II, L.P. ("AE II"). The sole general partner of Azure GP is Azure Parent, L.L.C. ("Azure Parent"), which is wholly-owned by Azure Capital Partners, Inc. ("Azure Capital" and together with ACP II, AE II, Azure Manager and Azure GP, the "Azure Entities"). Mr. Ferris, a manager of Azure Parent, serves as the Azure Entities' representative on the Issuer's board of directors. Each of the Azure Entities disclaims beneficial ownership in such securities, except to the extent, if any, of their respective pecuniary interest therein.
- [F5]These shares are held directly by ACP II. Each of the Azure Entities disclaims beneficial ownership in such securities, except to the extent, if any, of their respective pecuniary interest therein.
- [F6]These shares are held directly by AE II. Each of the Azure Entities disclaims beneficial ownership in such securities, except to the extent, if any, of their respective pecuniary interest therein.
Documents
Issuer
CYAN INC
CIK 0001391636
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001391636
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 3:52 PM ET
- Size
- 18.5 KB