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^*

Michael G. Barry Irrevocable Trust of 2006, Michael Barry Grantor

(Last)

(First)

(Middle)

222 WEST ADAMS STREET

SUITE 1980

(Street)

CHICAGO

60606

(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)

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)
Common Stock⁽¹⁾	14,106,693⁽²⁾	D⁽³⁾

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	07/30/2014⁽¹⁾	07/30/2024⁽¹⁾	Common Stock	14,106,693⁽²⁾	$35,713.147⁽²⁾	D⁽³⁾

Explanation of Responses:

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

3. These shares are held in trust by a trust of which Michael Barry is the grantor. The beneficiaries of the trust are the grantor's wife and descendants. The grantor's spouse is the trustee of the trust and has sole voting power. The grantor 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 grantor 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.

	Maureen Barry, Trustee	08/06/2014
	** 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).
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