SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Barry Michael G

(Last)

(First)

(Middle)

910 SE 17TH STREET, SUITE 300

(Street)

FORT LAUDERDALE

33316

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2014

3. Issuer Name and Ticker or Trading Symbol
Cyalume Technologies Holdings, Inc. [ CYLU ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	395	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,106,693	⁽²⁾	I	By Michael G. Barry Irrevocable Trust of 2006⁽³⁾

Explanation of Responses:

1. The convertible preferred stock is convertible at any time, at the holder's election, and will automatically convert into shares of common stock on July 30, 2024 (but otherwise has no expiration date).

2. Each share of Series B Convertible Preferred Stock is convertible into 35,713.147 shares of common stock (subject to anti-dilution provisions set forth in the Certificate of Designation of the Series B Convertible Preferred Stock).

3. These shares are held in a trust for the benefit of the reporting person and the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities (except to the extent of his pecuniary interest therein) for purposes of Section 16 or for any other purpose.

	/s/ Michael G. Barry	08/07/2014
	** 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 5 (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.
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