| 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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cyalume Technologies Holdings, Inc. [ CYLU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 09/08/2017 | D | 250 | D | (1) | 0 | D | |||
| Common Stock | 09/09/2017 | D | 2,740,169 | D | (1) | 0 | I | By JFC Technologies, LLC | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Convertible Preferred Stock | $0.14 | 09/08/2017 | D | 20 | 11/19/2013 | (2) | Common Stock | 6,134 | (3) | 0 | I | By JFC Technologies, LLC | |||
| Series B Convertible Preferred Stock | (4) | 09/08/2017 | D | 100 | 07/30/2014 | (2) | Common Stock | 3,571,315 | (5) | 0 | I | By Bayonet Capital Fund I, LLC | |||
| Stock Option (right to buy) | $0.09 | 09/08/2017 | D | 20,000 | 02/15/2015 | 11/21/2024 | Common Stock | 20,000 | (6) | 0 | D | ||||
| Stock Option (right to buy) | $1.5 | 09/08/2017 | D | 200,000 | (7) | 12/27/2022 | Common Stock | 200,000 | (8) | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were cancelled in the merger (the "Merger") effected pursuant to the Agreement and Plan of Merger, dated as of August 8, 2017, among the Issuer, CPS Performance Materials Merger Sub Corp. and CPS Performance Materials Corp., in exchange for a cash payment of $0.213837 per share (the "Common Per Share Merger Consideration"). |
| 2. The shares do not have an expiration date. |
| 3. The shares of Series A Convertible Preferred Stock were cancelled in the Merger in exchange for a cash payment of $77.86 per share. |
| 4. Each share of Series B Convertible Preferred Stock is convertible into 35,713.147 shares of Common Stock. |
| 5. The shares of Series B Convertible Preferred Stock were cancelled in the Merger in exchange for a cash payment of $7,636.80 per share. |
| 6. This option was cancelled in the Merger in exchange for a cash payment of $2,477, representing the difference between the per share exercise price of the option and the Common Per Share Merger Consideration. |
| 7. The option vested in five equal annual installments beginning on December 27, 2013. |
| 8. 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/ James G. Schleck | 09/08/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
