4//SEC Filing
CYAN INC 4
Accession 0000899243-15-002143
CIK 0001391636operating
Filed
Aug 2, 8:00 PM ET
Accepted
Aug 3, 7:59 PM ET
Size
14.4 KB
Accession
0000899243-15-002143
Insider Transaction Report
Form 4
CYAN INCCYNI
HAMILTON JAMES A
SVP, Worldwide Sales
Transactions
- Disposition to Issuer
Common Stock
2015-08-03−262,566→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2015-08-03−356,250→ 0 totalExercise: $8.31Exp: 2023-02-25→ Common Stock (356,250 underlying) - Award
Performance Restricted Stock Units
2015-08-03+90,909→ 90,909 total→ Common Stock (90,909 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2015-08-03−90,909→ 0 total→ Common Stock (90,909 underlying)
Footnotes (8)
- [F1]The total amount of shares reflects an adjustment to the number of shares owned by 69 shares to take into account the Reporting Person's overreporting of the number of shares withheld to cover taxes as reported in a Form 4 filed on February 18, 2015.
- [F2]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.
- [F3]Of the reported securities, 113,637 shares are represented by restricted stock units. Pursuant to the terms of the Severance and Change in Control Agreement dated March 26, 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.
- [F4]The option was granted on February 26, 2013 and provided for vesting of one-fourth of the shares subject to the option on February 25, 2014 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.
- [F5]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.
- [F6]Each performance restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- [F7]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.
- [F8]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.
Documents
Issuer
CYAN INC
CIK 0001391636
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001391636
Filing Metadata
- Form type
- 4
- Filed
- Aug 2, 8:00 PM ET
- Accepted
- Aug 3, 7:59 PM ET
- Size
- 14.4 KB