Cyalume Technologies (CYLU) Form 4 Cyalume Technologies / Jason Epstein ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Epstein Jason

(Last) (First) (Middle)

C/O CYALUME TECHNOLOGIES HOLDINGS, INC.

910 SE 17TH STREET, SUITE 300

(Street)

FORT LAUDERDALE FL 33316

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cyalume Technologies Holdings, Inc. [ CYLU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$0.09	09/08/2017		D			57,500	02/15/2015	11/21/2024	Common Stock	57,500	(1)	0	D
Stock Option (right to buy)	$1.85	09/08/2017		D			7,500	07/09/2013	07/09/2023	Common Stock	7,500	(2)	0	D
Stock Option (right to buy)	$2.5	09/08/2017		D			7,500	06/21/2012	06/21/2022	Common Stock	7,500	(2)	0	D
Stock Option (right to buy)	$4.5	09/08/2017		D			7,500	06/16/2011	06/16/2021	Common Stock	7,500	(2)	0	D
Stock Option (right to buy)	$3.65	09/08/2017		D			7,500	02/04/2010	02/04/2020	Common Stock	7,500	(2)	0	D
Stock Option (right to buy)	$4.8	09/08/2017		D			7,500	03/03/2009	03/03/2019	Common Stock	7,500	(2)	0	D

Explanation of Responses:

1. This option was cancelled in the merger (the "Merger") effected pursuant to the Agreement and Plan of Merger, dated as of August 8, 2017 (the "Merger Agreement"), among the Issuer, CPS Performance Materials Merger Sub Corp. and CPS Performance Materials Corp., in exchange for a cash payment of $7,121, representing the difference between the per share exercise price of the option and the Common Per Share Merger Consideration (as such term is defined in the Merger Agreement) of $0.213837 per share.

2. This option was cancelled in the Merger without payment, as the per share exercise price of the option was greater than the Common Per Share Merger Consideration.

	/s/ Jason Epstein	09/08/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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