Earnings Feed
Sign Up
Home/Filings/4/0001209191-15-064232
4//SEC Filing

CYAN INC 4

Accession 0001209191-15-064232

CIK 0001391636operating
View on SEC.govCompany Profile

Filed

Aug 4, 8:00 PM ET

Accepted

Aug 5, 9:21 PM ET

Size

43.5 KB

Accession

0001209191-15-064232

Insider Transaction Report

Form 4
Period: 2015-08-03
CYAN INCCYNI
NORWEST VENTURE PARTNERS VII-A L P
10% Owner
Transactions
  • Tax Payment

    Common Stock

    2015-08-03$5.65/sh−1,140,300$6,442,695→ 1,076,260 total
  • Disposition to Issuer

    Common Stock

    2015-08-03−1,076,260→ 0 total
  • Disposition to Issuer

    8% Convertible Note Due 2019

    2015-08-03−7,000,000→ 0 total
    Exercise: $2.44Exp: 2019-12-14→ Common Stock
  • Exercise of In-Money

    Common Stock Warrants (right to buy)

    2015-08-03−1,575,000→ 0 total
    Exercise: $3.62Exp: 2017-12-15→ Common Stock (1,575,000 underlying)
  • Tax Payment

    Common Stock

    2015-08-03$5.65/sh−651,600$3,681,540→ 248,400 total(indirect: By Partnership)
  • Exercise of In-Money

    Common Stock

    2015-08-03$3.62/sh+1,575,000$5,701,500→ 2,216,560 total
  • 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

    2015-08-03$3.62/sh+900,000$3,258,000→ 900,000 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
  • Disposition to Issuer

    Common Stock

    2015-08-03−10,362,539→ 0 total(indirect: By Partnership)
  • Disposition to Issuer

    Common Stock

    2015-08-03−248,400→ 0 total(indirect: By Partnership)
NORWEST VENTURE PARTNERS VI A LP
10% Owner
Transactions
  • Exercise of In-Money

    Common Stock

    2015-08-03$3.62/sh+900,000$3,258,000→ 900,000 total(indirect: By Partnership)
  • Tax Payment

    Common Stock

    2015-08-03$5.65/sh−651,600$3,681,540→ 248,400 total(indirect: By Partnership)
  • Exercise of In-Money

    Common Stock

    2015-08-03$3.62/sh+1,575,000$5,701,500→ 2,216,560 total
  • Tax Payment

    Common Stock

    2015-08-03$5.65/sh−1,140,300$6,442,695→ 1,076,260 total
  • Disposition to Issuer

    Common Stock

    2015-08-03−1,076,260→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-08-03−10,362,539→ 0 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)
  • Disposition to Issuer

    Common Stock

    2015-08-03−248,400→ 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
  • Disposition to Issuer

    8% Convertible Note Due 2019

    2015-08-03−7,000,000→ 0 total
    Exercise: $2.44Exp: 2019-12-14→ Common Stock
  • Exercise of In-Money

    Common Stock Warrants (right to buy)

    2015-08-03−1,575,000→ 0 total
    Exercise: $3.62Exp: 2017-12-15→ Common Stock (1,575,000 underlying)
NORWEST VENTURE PARTNERS X L P
10% Owner
Transactions
  • Tax Payment

    Common Stock

    2015-08-03$5.65/sh−1,140,300$6,442,695→ 1,076,260 total
  • Exercise of In-Money

    Common Stock Warrants (right to buy)

    2015-08-03−1,575,000→ 0 total
    Exercise: $3.62Exp: 2017-12-15→ Common Stock (1,575,000 underlying)
  • Disposition to Issuer

    Common Stock

    2015-08-03−1,076,260→ 0 total
  • 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
  • Exercise of In-Money

    Common Stock

    2015-08-03$3.62/sh+900,000$3,258,000→ 900,000 total(indirect: By Partnership)
  • 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

    2015-08-03−248,400→ 0 total(indirect: By Partnership)
  • Exercise of In-Money

    Common Stock

    2015-08-03$3.62/sh+1,575,000$5,701,500→ 2,216,560 total
  • Disposition to Issuer

    Common Stock

    2015-08-03−10,362,539→ 0 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)
  • Disposition to Issuer

    8% Convertible Note Due 2019

    2015-08-03−7,000,000→ 0 total
    Exercise: $2.44Exp: 2019-12-14→ Common Stock
Crowe Jeffrey
10% Owner
Transactions
  • 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
  • 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
    Exercise: $3.62Exp: 2017-12-15→ Common Stock (1,575,000 underlying)
  • Exercise of In-Money

    Common Stock

    2015-08-03$3.62/sh+1,575,000$5,701,500→ 2,216,560 total
  • Tax Payment

    Common Stock

    2015-08-03$5.65/sh−1,140,300$6,442,695→ 1,076,260 total
  • Disposition to Issuer

    8% Convertible Note Due 2019

    2015-08-03−7,000,000→ 0 total
    Exercise: $2.44Exp: 2019-12-14→ Common Stock
  • Exercise of In-Money

    Common Stock

    2015-08-03$3.62/sh+900,000$3,258,000→ 900,000 total(indirect: By Partnership)
  • 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

    2015-08-03−248,400→ 0 total(indirect: By Partnership)
  • Disposition to Issuer

    Common Stock

    2015-08-03−1,076,260→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-08-03−10,362,539→ 0 total(indirect: By Partnership)
Howard Matthew D.
10% Owner
Transactions
  • Exercise of In-Money

    Common Stock

    2015-08-03$3.62/sh+900,000$3,258,000→ 900,000 total(indirect: By Partnership)
  • Tax Payment

    Common Stock

    2015-08-03$5.65/sh−651,600$3,681,540→ 248,400 total(indirect: By Partnership)
  • Exercise of In-Money

    Common Stock

    2015-08-03$3.62/sh+1,575,000$5,701,500→ 2,216,560 total
  • 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
  • Disposition to Issuer

    8% Convertible Note Due 2019

    2015-08-03−7,000,000→ 0 total
    Exercise: $2.44Exp: 2019-12-14→ Common Stock
  • Disposition to Issuer

    Common Stock

    2015-08-03−248,400→ 0 total(indirect: By Partnership)
  • Disposition to Issuer

    Common Stock

    2015-08-03−1,076,260→ 0 total
  • 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
    Exercise: $3.62Exp: 2017-12-15→ Common Stock (1,575,000 underlying)
  • Disposition to Issuer

    Common Stock

    2015-08-03−10,362,539→ 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
Footnotes (8)
  • [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 their positions as co-Chief Executive Officers of the managing member of the general partner of NVP VI-A, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim 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 the 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 their positions as co-Chief Executive Officers of the managing member of the general partner of NVP VII-A, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim 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 their positions as co-Chief Executive Officers of the managing member of the general partner of NVP X, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
  • [F7]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.
  • [F8]Pursuant to their terms, the warrants were exercised immediately prior to the effective time of the merger.

Documents

2 files

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, 9:21 PM ET
Size
43.5 KB
View on SEC.gov