4//SEC Filing
CYAN INC 4
Accession 0001209191-15-064215
CIK 0001391636operating
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 8:27 PM ET
Size
29.1 KB
Accession
0001209191-15-064215
Insider Transaction Report
Form 4
CYAN INCCYNI
HAQUE PROMOD
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2015-08-03$3.62/sh+1,575,000$5,701,500→ 2,216,560 total(indirect: By Partnership) - Exercise of In-Money
Common Stock Warrants (right to buy)
2015-08-03−900,000→ 0 total(indirect: See Footnote)Exercise: $3.62Exp: 2017-12-15→ Common Stock (900,000 underlying) - Exercise of In-Money
Common Stock Warrants (right to buy)
2015-08-03−1,575,000→ 0 total(indirect: See Footnote)Exercise: $3.62Exp: 2017-12-15→ Common Stock (1,575,000 underlying) - Exercise of In-Money
Common Stock
2015-08-03$3.62/sh+900,000$3,258,000→ 900,000 total(indirect: By Partnership) - Disposition to Issuer
Common Stock
2015-08-03−248,400→ 0 total(indirect: By Partnership) - Tax Payment
Common Stock
2015-08-03$5.65/sh−1,140,300$6,442,695→ 1,076,260 total(indirect: By Partnership) - Disposition to Issuer
8% Convertible Note due 2019
2015-08-03−7,000,000→ 0 total(indirect: See Footnote)Exercise: $2.44Exp: 2019-12-14→ Common Stock - Disposition to Issuer
Common Stock
2015-08-03−10,362,539→ 0 total(indirect: By Partnership) - Disposition to Issuer
Common Stock
2015-08-03−17,000→ 0 total - Tax Payment
Common Stock
2015-08-03$5.65/sh−651,600$3,681,540→ 248,400 total(indirect: By Partnership) - Disposition to Issuer
Common Stock
2015-08-03−1,076,260→ 0 total(indirect: By Partnership) - Disposition to Issuer
8% Convertible Note due 2019
2015-08-03−4,000,000→ 0 total(indirect: See Footnote)Exercise: $2.44Exp: 2019-12-14→ Common Stock
Footnotes (9)
- [F1]The securities shown on Lines 1, 2 and 3 of Table 1 and Lines 1 and 2 of Table 2 represent securities held of record by Norwest Venture Partners VI-A, LP ("NVP VI-A"). By virtue of his position as a co-Chief Executive Officer of the managing member of the general partner of NVP VI-A, Promod Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
- [F2]The warrants were automatically exercised on a cashless basis immediately prior to the effective time of the merger at an exercise price of $3.62 per share. As a result of the cashless exercise the Issuer withheld 651,600 warrant shares to pay the exercise price and issued the remaining 248,400 shares to NVP VI-A.
- [F3]Pursuant to the Merger Agreement among the Issuer, Ciena Corporation ("CIENA") and Neptune Acquistion Subsidiary, Inc. dated as of May 3, 2015, as amended (the "Merger Agreement"), each share of Issuer common stock was exchanged for $0.63 in cash and 0.19936 shares of Ciena common stock.
- [F4]The securities shown on Lines 4, 5 and 6 of Table 1 and Lines 3 and 4 of Table 2 represent securities held of record by Norwest Venture Partners VII-A, LP ("NVP VII-A"). By virtue of his position as a co-Chief Executive Officer of the managing member of the general partner of NVP VII-A, Promod Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
- [F5]The warrants were automatically exercised on a cashless basis immediately prior to the effective time of the merger at an exercise price of $3.62 per share. As a result of the cashless exercise the Issuer withheld 1,140,300 warrant shares to pay the exercise price and issued the remaining 434,700 shares to NVP VII-A.
- [F6]The securities shown on Line 7 of Table 1 represent securities held of record by Norwest Venture Partners X, LP ("NVP X"). By virtue of his position as a co-Chief Executive Officer of the managing member of the general partner of NVP X, Promod Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
- [F7]These securities consist of 8,500 restricted stock units.
- [F8]Pursuant to the Merger Agreement, the convertible promissory notes will be convertible into the right to receive merger consideration of 460.4 shares of Ciena common stock per $,1000.00 of the principal amount of notes converted.
- [F9]Pursuant to their terms, the warrants were exercised immediately prior to the effective time of the merger.
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, 8:27 PM ET
- Size
- 29.1 KB