Crowe Jeffrey Form 4 CYAN / Matthew D. Howard 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^*

NORWEST VENTURE PARTNERS VII-A L P

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

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

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)

	Form filed by One Reporting Person
X	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		X		900,000	A	$3.62	900,000	I	By Limited Partnership(1)
Common Stock	08/03/2015		F(2)		651,600	D	$5.65	248,400	I	By Limited Partnership(1)
Common Stock	08/03/2015		D		248,400	D	(3)	0	I	By Limited Partnership(1)
Common Stock(4)	08/03/2015		X		1,575,000	A	$3.62	2,216,560	D
Common Stock(4)	08/03/2015		F(5)		1,140,300	D	$5.65	1,076,260	D
Common Stock(4)	08/03/2015		D		1,076,260	D	(3)	0	D
Common Stock	08/03/2015		D		10,362,539	D	(3)	0	I	By Limited Partnership(6)

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
8% Convertible Note Due 2019	$2.44	08/03/2015		D			4,000,000	(7)	12/14/2019	Common Stock	(7)	$0.00	0	I	See Footnote(1)
Common Stock Warrants (right to buy)	$3.62	08/03/2015		X			900,000	(8)	12/15/2017	Common Stock	900,000	$0.00	0	I	See Footnote(1)
8% Convertible Note Due 2019	$2.44	08/03/2015		D			7,000,000	(7)	12/14/2019	Common Stock	(7)	$0.00	0	D
Common Stock Warrants (right to buy)	$3.62	08/03/2015		X			1,575,000	(8)	12/15/2017	Common Stock	1,575,000	$0.00	0	D

1. Name and Address of Reporting Person^*

NORWEST VENTURE PARTNERS VII-A L P

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NORWEST VENTURE PARTNERS VI A LP

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NORWEST VENTURE PARTNERS X L P

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crowe Jeffrey

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Howard Matthew D.

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. The securities shown on Lines 1, 2 and 3 of Table 1 and Lines 1 and 2 of Table 2 represent securities held of record by Norwest Venture Partners VI-A, LP ("NVP VI-A"). By virtue of their positions as co-Chief Executive Officers of the managing member of the general partner of NVP VI-A, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim beneficial ownership of all such securities except to the extent of any pecuniary interest therein.

2. The warrants were automatically exercised on a cashless basis immediately prior to the effective time of the merger at an exercise price of $3.62 per share. As a result of the cashless exercise the Issuer withheld 651,600 warrant shares to pay the exercise price and issued the remaining 248,400 shares to the NVP VI-A.

3. Pursuant to the Merger Agreement among the Issuer, Ciena Corporation ("CIENA") and Neptune Acquistion Subsidiary, Inc. dated as of May 3, 2015, as amended (the "Merger Agreement"), each share of Issuer common stock was exchanged for $0.63 in cash and 0.19936 shares of Ciena common stock.

4. The securities shown on Lines 4, 5 and 6 of Table 1 and Lines 3 and 4 of Table 2 represent securities held of record by Norwest Venture Partners VII-A, LP ("NVP VII-A"). By virtue of their positions as co-Chief Executive Officers of the managing member of the general partner of NVP VII-A, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim beneficial ownership of all such securities except to the extent of any pecuniary interest therein.

5. The warrants were automatically exercised on a cashless basis immediately prior to the effective time of the merger at an exercise price of $3.62 per share. As a result of the cashless exercise, the Issuer withheld 1,140,300 warrant shares to pay the exercise price and issued the remaining 434,700 shares to NVP VII-A.

6. The securities shown on Line 7 of Table 1 represent securities held of record by Norwest Venture Partners X, LP ("NVP X"). By virtue of their positions as co-Chief Executive Officers of the managing member of the general partner of NVP X, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim beneficial ownership of all such securities except to the extent of any pecuniary interest therein.

7. Pursuant to the Merger Agreement, the convertible promissory notes will be convertible into the right to receive merger consideration of 460.4 shares of Ciena common stock per $,1000.00 of the principal amount of notes converted.

8. Pursuant to their terms, the warrants were exercised immediately prior to the effective time of the merger.

Remarks:

	By: /s/ Kurt Betcher, as Attorney in-fact	08/05/2015
	** 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).
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