CYS Investments Form 4 CYS Investments / Richard E Cleary 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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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^*

Cleary Richard E

(Last) (First) (Middle)

500 TOTTEN POND ROAD

6TH FLOOR

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CYS Investments, Inc. [ CYS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO and Assistant Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2017

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
Common Stock, $.01 par value per share	02/18/2017		A		26,346(1)	A	$7.8	213,661	D
Common Stock, $.01 par value per share	02/18/2017		F		1,444(2)	D	$7.8	212,217	D
Common Stock, $.01 par value per share	02/18/2017		F		2,112(3)	D	$7.8	210,105	D
Common Stock, $.01 par value per share	02/18/2017		F		2,126(4)	D	$7.8	207,979	D
Common Stock, $.01 par value per share	02/20/2017		F		1,637(5)	D	$7.8	206,342	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

Explanation of Responses:

1. The shares acquired by the Reporting Person reflect compensation from the Issuer's 2016 Incentive Compensation Plan and were issued under the Issuer's 2013 Equity Incentive Plan. The shares have been issued pursuant to the terms and conditions of a Stock Award Agreement and are subject to a 5-year pro-rata vesting schedule.

2. The Reporting Person disposed of these shares to the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the shares of restricted stock that vested on February 18, 2017, pursuant to the terms and conditions of a Stock Award Agreement by and between the Issuer and the Reporting Person, dated February 18, 2016.

3. The Reporting Person disposed of these shares to the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the shares of restricted stock that vested on February 18, 2017, pursuant to the terms and conditions of a Stock Award Agreement by and between the Issuer and the Reporting Person, dated February 18, 2015.

4. The Reporting Person disposed of these shares to the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the shares of restricted stock that vested on February 18, 2017, pursuant to the terms and conditions of a Stock Award Agreement by and between the Issuer and the Reporting Person, dated February 18, 2014.

5. The Reporting Person disposed of these shares to the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the shares of restricted stock that vested on February 20, 2017, pursuant to the terms and conditions of a Stock Award Agreement by and between the Issuer and the Reporting Person, dated February 20, 2013.

Remarks:

	/s/ Richard E. Cleary	02/22/2017
	** 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.