SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(Amendment No. 1) *
Cyan, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
Title of Class of Securities)
23247W 10 4
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes).
13G
| | | | | | |
1. | | Names of Reporting Persons Tenaya Capital V, LP |
2. | | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
3. | | SEC USE ONLY |
4. | | Citizenship or Place of Organization Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: | | 5. | | Sole Voting Power 0 |
| 6. | | Shared Voting Power 0 |
| 7. | | Sole Dispositive Power 0 |
| 8. | | Shared Dispositive Power 0 |
9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
11. | | Percent of Class Represented by Amount in Row 9 0.0% |
12. | | Type of Reporting Person (see instructions) PN |
(1) | This statement on Schedule 13G is filed by Tenaya Capital V, LP, Tenaya Capital V-P, LP, Tenaya Capital V GP, LP, Tenaya Capital V GP, LLC, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul (collectively, the “Reporting Persons”). These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
13G
| | | | | | |
1. | | Names of Reporting Persons Tenaya Capital V-P, LP |
2. | | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
3. | | SEC USE ONLY |
4. | | Citizenship or Place of Organization Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: | | 5. | | Sole Voting Power 0 |
| 6. | | Shared Voting Power 0 |
| 7. | | Sole Dispositive Power 0 |
| 8. | | Shared Dispositive Power 0 |
9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
11. | | Percent of Class Represented by Amount in Row 9 0.0% |
12. | | Type of Reporting Person (see instructions) PN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
13G
| | | | | | |
1. | | Names of Reporting Persons Tenaya Capital V GP, LP |
2. | | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
3. | | SEC USE ONLY |
4. | | Citizenship or Place of Organization Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: | | 5. | | Sole Voting Power 0 |
| 6. | | Shared Voting Power 0 |
| 7. | | Sole Dispositive Power 0 |
| 8. | | Shared Dispositive Power 0 |
9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
11. | | Percent of Class Represented by Amount in Row 9 0.0% |
12. | | Type of Reporting Person (see instructions) PN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
13G
| | | | | | |
1. | | Names of Reporting Persons Tenaya Capital V GP, LLC |
2. | | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
3. | | SEC USE ONLY |
4. | | Citizenship or Place of Organization Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With: | | 5. | | Sole Voting Power 0 |
| 6. | | Shared Voting Power 0 |
| 7. | | Sole Dispositive Power 0 |
| 8. | | Shared Dispositive Power 0 |
9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
11. | | Percent of Class Represented by Amount in Row 9 0.0% |
12. | | Type of Reporting Person (see instructions) OO |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
13G
| | | | | | |
1. | | Names of Reporting Persons Thomas Banahan |
2. | | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
3. | | SEC USE ONLY |
4. | | Citizenship or Place of Organization United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | | 5. | | Sole Voting Power 0 |
| 6. | | Shared Voting Power 0 |
| 7. | | Sole Dispositive Power 0 |
| 8. | | Shared Dispositive Power 0 |
9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
11. | | Percent of Class Represented by Amount in Row 9 0.0% |
12. | | Type of Reporting Person (see instructions) IN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
13G
| | | | | | |
1. | | Names of Reporting Persons Benjamin Boyer |
2. | | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
3. | | SEC USE ONLY |
4. | | Citizenship or Place of Organization United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | | 5. | | Sole Voting Power 0 |
| 6. | | Shared Voting Power 0 |
| 7. | | Sole Dispositive Power 0 |
| 8. | | Shared Dispositive Power 0 |
9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
11. | | Percent of Class Represented by Amount in Row 9 0.0% |
12. | | Type of Reporting Person (see instructions) IN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
13G
| | | | | | |
1. | | Names of Reporting Persons Stewart Gollmer |
2. | | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
3. | | SEC USE ONLY |
4. | | Citizenship or Place of Organization United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | | 5. | | Sole Voting Power 0 |
| 6. | | Shared Voting Power 0 |
| 7. | | Sole Dispositive Power 0 |
| 8. | | Shared Dispositive Power 0 |
9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
11. | | Percent of Class Represented by Amount in Row 9 0.0% |
12. | | Type of Reporting Person (see instructions) IN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
13G
| | | | | | |
1. | | Names of Reporting Persons Brian Melton |
2. | | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
3. | | SEC USE ONLY |
4. | | Citizenship or Place of Organization United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | | 5. | | Sole Voting Power 0 |
| 6. | | Shared Voting Power 0 |
| 7. | | Sole Dispositive Power 0 |
| 8. | | Shared Dispositive Power 0 |
9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
11. | | Percent of Class Represented by Amount in Row 9 0.0% |
12. | | Type of Reporting Person (see instructions) IN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
13G
| | | | | | |
1. | | Names of Reporting Persons Brian Paul |
2. | | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
3. | | SEC USE ONLY |
4. | | Citizenship or Place of Organization United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | | 5. | | Sole Voting Power 0 |
| 6. | | Shared Voting Power 0 |
| 7. | | Sole Dispositive Power 0 |
| 8. | | Shared Dispositive Power 0 |
9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
11. | | Percent of Class Represented by Amount in Row 9 0.0% |
12. | | Type of Reporting Person (see instructions) PN |
(1) | This statement on Schedule 13G is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Cyan, Inc. (the “Issuer”).
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer’s Principal Executive Officers: |
Cyan, Inc.
1383 N MCDOWELL BLVD SUITE 300
PETALUMA CALIFORNIA 94954
Item 2(a). | Name of Person(s) Filing: |
Tenaya Capital V, LP
Tenaya Capital V-P, LP
Tenaya Capital V GP, LP
Tenaya Capital V GP, LLC
Thomas Banahan
Benjamin Boyer
Stewart Gollmer
Brian Melton
Brian Paul
Item 2(b). | Address of Principal Business Office: |
Tenaya Capital
3280 Alpine Road
Portola Valley, California 94028
| | |
Tenaya Capital V, LP | | Delaware |
Tenaya Capital V-P, LP | | Delaware |
Tenaya Capital V GP, LP | | Delaware |
Tenaya Capital V GP, LLC | | Delaware |
Thomas Banahan | | United States of America |
Benjamin Boyer | | United States of America |
Stewart Gollmer | | United States of America |
Brian Melton | | United States of America |
Brian Paul | | United States of America |
Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share.
23247W 10 4
Item 3. | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
Item 4(a). | Amount Beneficially Owned: |
Item 4(b). | Percent of Class: |
Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2015:
| | | | | | | | | | | | | | | | | | | | |
Reporting Persons | | Shares of Common Stock Held Directly (1) | | | Shared Voting Power (1) | | | Shared Dispositive Power (1) | | | Beneficial Ownership (1) | | | Percentage of Class (1)(3) | |
Tenaya Capital V, LP | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0.0 | % |
Tenaya Capital V-P, LP | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0.0 | % |
Tenaya Capital V GP, LP (2) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0.0 | % |
Tenaya Capital V GP, LLC (2) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0.0 | % |
Thomas Banahan (2) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0.0 | % |
Benjamin Boyer (2) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0.0 | % |
Stewart Gollmer (2) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0.0 | % |
Brian Melton (2) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0.0 | % |
Brian Paul (2) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0.0 | % |
(1) | Represents the number of shares of Common Stock beneficially owned by the Reporting Person as of December 31, 2015. |
(2) | Tenaya Capital V GP, LLC is the sole general partner of Tenaya Capital V GP, LP which serves as the sole general partner of Tenaya Capital V, LP and Tenaya Capital V-P, LP. As such, Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP possesses power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Tenaya Capital V GP, LLC and Tenaya Capital V GP, LP own no securities of the Issuer directly. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya Capital V GP, LLC. As such, Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul share power to direct the voting and disposition of the shares owned by Tenaya Capital V, LP and Tenaya Capital V-P, LP and may be deemed to have indirect beneficial ownership of the shares held by Tenaya Capital V, LP and Tenaya Capital V-P, LP. Messrs. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul own no securities of the Issuer directly. |
Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:x
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
Not applicable.
Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
Item 9. | Notice of Dissolution of Group: |
Not applicable.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 1, 2016
| | | | | | | | |
TENAYA CAPITAL V, LP | | | | TENAYA CAPITAL V GP, LLC |
| | | |
By: Tenaya Capital V GP, LP | | | | By: | | /s/ Dave Markland |
Its: General Partner | | | | | | Dave Markland as Attorney-in-fact |
By: Tenaya Capital V GP, LLC | | | | |
Its: General Partner | | | | |
| | | |
By: | | /s/ Dave Markland | | | | /s/ Dave Markland |
| | Dave Markland as Attorney-in-fact | | | | Thomas Banahan by Dave Markland as Attorney-in-fact |
| | |
TENAYA CAPITAL V-P, LP | | | | |
| | |
By: Tenaya Capital V GP, LP | | | | |
Its: General Partner | | | | /s/ Dave Markland |
By: Tenaya Capital V GP, LLC | | | | Benjamin Boyer by Dave Markland as Attorney-in-fact |
Its: General Partner | | | | |
| | | |
By: | | /s/ Dave Markland | | | | |
| | Dave Markland as Attorney-in-fact | | | | /s/ Dave Markland |
| | | | | | Stewart Gollmer by Dave Markland as Attorney-in-fact |
| | |
TENAYA CAPITAL V GP, LP | | | | |
| | | |
By: Tenaya Capital V GP, LLC | | | | | | |
Its: General Partner | | | | | | |
| | | | | | /s/ Dave Markland |
By: | | /s/ Dave Markland | | | | Brian Melton by Dave Markland as Attorney-in-fact |
| | Dave Markland as Attorney-in-fact | | | | | | |
| | | | | | /s/ Dave Markland |
| | | | | | Brian Paul by Dave Markland as Attorney-in-fact |
Exhibit(s):
99.1: Joint Filing Statement