SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Maasberg Wolfgang

(Last)

(First)

(Middle)

C/O LYRIS, INC.

6401 HOLLIS STREET, SUITE 125

(Street)

EMERYVILLE

94608-1090

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LYRIS, INC. [ LYRI:OB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRES. AND CHIEF EXEC. OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2010		A		4,500,000	A	⁽¹⁾	4,500,000⁽¹⁾⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.33	08/18/2010		A			1,500,000	⁽²⁾⁽³⁾	08/17/2010	Common Stock	$1,500,000	$0	$1,500,000	D

Explanation of Responses:

1. Common Stock is issuable upon settlement of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest as to 25% of the total shares subject to the RSUs on the First Vesting Date and an additional 1/12th of the total shares subject to the RSUs vest on each three-month anniversary of the First Vesting Date thereafter, provided that Mr. Maasberg continues to be employed by the Issuer or remains on the board of directors of the Issuer on each such vesting date. Settlement of RSUs shall be made within 30 days following the applicable date of vesting.

2. The option vests and becomes exercisable as to 25% of the total shares subject to the option on August 18, 2011 ("First Vesting Date") and an additional 1/12th of the total shares subject to the option vest on each three-month anniversary of the First Vesting Date thereafter, provided that Mr. Maasberg continues to be employed by the Issuer or remains on the board of directors of the Issuer on each such vesting date.

3. In the event of the termination of Mr. Maasberg's employment by the Issuer without Cause (as defined in the Employment Agreement between Mr. Maasberg and the Issuer filed as an Exhibit to the Form 8-K filed on August 20, 2010, hereinafter referred to as the "Employment Agreement") or Mr. Maasberg's resignation of employment with the Issuer for Good Reason (as defined in the Employment Agreement), in either case occurring earlier than the date that is six months prior to a Change in Control (as defined in the Employment Agreement), 50% of the then-unvested shares subject to the option and the RSUs will become fully vested and exercisable or settled, as applicable.

Remarks:

	/s/ Wolfgang Maasberg	08/20/2010
	** 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.