Cyalume Technologies Holdings, Inc. 4
4 · Cyalume Technologies Holdings, Inc. · Filed Apr 12, 2012
Insider Transaction Report
Form 4
NEDIVI ZIVI R
DirectorSEE REMARKS
Transactions
- Award
Stock Option (right to buy) and tax offset-right
2012-04-02+1,111,963→ 1,111,963 total(indirect: SEE FOOTNOTES)Exercise: $3.60Exp: 2022-04-01→ Common Stock (1,111,963 underlying)
Footnotes (4)
- [F1]The accompanying tax-offset right entitles the Reporting Person to receive, upon exercise of the Option, a cash payment which, after reduction for all taxes as a result of the receipt of such cash payment, equal to the excess, if any, of the ordinary income tax over the capital gain tax.
- [F2]The Option vests annually in five equal installments on the first through fifth anniversaries of the April 2, 2012 grant date; provided that options exercisable for an aggregate of up to 141,333 shares will not vest on such anniversaries unless, and until, a proportional number of shares underlying the warrants issued to Granite Creek FlexCap I, L.P. and/or Patriot Capital II, LP are exercised.
- [F3]The Option was granted to East Shore Ventures, LLC, a limited liability company controlled by the Reporting Person ("East Shore"), in accordance with the terms of a Management Services Agreement (the "Services Agreement"), effective as of April 2, 2012, by and between Cyalume Technologies Holdings, Inc. (the "Issuer") and East Shore. Because the Reporting Person controls East Shore, the Reporting Person may be deemed to beneficially own the Option and the shares underlying the Option.
- [F4]The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest in the securities reported herein.