Cyan (CYNI) Form 4 CYAN / Scott A Pradels 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^*

Pradels Scott A

(Last) (First) (Middle)

C/O CYAN, INC.

1383 N. MCDOWELL BLVD., SUITE 300

(Street)

PETALUMA CA 94954

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CYAN INC [ CYNI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President of Engineering

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2015

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
Common Stock	08/03/2015		D		426,537(1)	D	(2)(3)	0	D

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
Employee Stock Option (right to buy)	$2.35	08/03/2015		D			50,000	(4)	12/13/2020	Common Stock	50,000	$0.00	0	D
Employee Stock Option (right to buy)	$2.35	08/03/2015		D			15,000	(4)	01/25/2021	Common Stock	15,000	$0.00	0	D
Employee Stock Option (right to buy)	$3.2	08/03/2015		D			365,000	(5)	09/24/2022	Common Stock	365,000	$0.00	0	D
Performance Restricted Stock Units	(6)	08/03/2015		A		90,909		(7)	(7)	Common Stock	90,909	$0.00	90,909	D
Performance Restricted Stock Units	(6)	08/03/2015		D			90,909	(7)(8)	(7)(8)	Common Stock	90,909	$0.00	0	D

Explanation of Responses:

1. Of the reported securities, 188,637 shares are represented by restricted stock units.

2. 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.

3. Pursuant to the Merger Agreement, the restricted stock units will be assumed by Ciena and converted into a restricted stock unit for 0.224 shares of Ciena common stock per share of Issuer common stock.

4. Shares subject to the option are fully vested and immediately exercisable. 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.

5. Shares subject to the option vest in forty-eight equal monthly installments beginning on October 25, 2012. 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.

6. Each performance restricted stock unit represents a contingent right to receive one share of Issuer common stock.

7. The performance restricted stock units are subject to the achievement of certain performance objectives relating to the Issuer's 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.

8. 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.

Remarks:

	/s/ Kenneth M. Siegel, by power of attorney	08/03/2015
	** Signature of Reporting Person	Date
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