SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Cyalume Technologies Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

232429100

(CUSIP Number)

James G. Schleck

JFC Technologies, LLC

Bayonet Capital Fund I LLC

PO Box 266

Bound Brook, New Jersey 08805

(732) 469-7760

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

with a copy to:

Lance A. Kawesch, Esq.

Kawesch Law Group, LLC

250 Hammond Pond Parkway

Suite 511 North

Chestnut Hill, Massachusetts 02467

(617) 778-6869

May 18, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

James G. Schleck is the Chief Executive Officer of JFC Technologies, LLC and of Bayonet Capital Fund I, LLC.

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.0001 per share (the “Common Stock”), of Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Issuer”).

The address of the principal executive offices of the Issuer is 910 SE 17^th Street, Suite 300, Fort Lauderdale, Florida 33316.

The Issuer issued an aggregate of 3,162,771 shares of Common Stock to JFC in connection with the sale of substantially all of JFC’s operations and certain related assets in transactions further described in Item 4 below. The Reporting Persons did not purchase the Common Stock for cash; rather the Common Stock was issued in connection with the transactions further described in Item 4 below. These transactions were exempt from registration under the Securities Act of 1933 (the “Securities Act”) pursuant to Rule 506 of Regulation D under the Securities Act.

As described in Item 4 below, on various dates in October 2011, and on December 31, 2012, JFC transferred an aggregate of 106,837 shares of Common Stock to a total of six individuals employed by Cyalume Specialty Products, Inc. (“CSP”), a subsidiary of the Issuer. These individuals were employed by JFC until August 31, 2011, and were employed by CSP beginning on September 1, 2011.

As further described in Item 4 below, on November 19, 2013, the Issuer and JFC entered into an amended and restated promissory note (the “Restated Note”), which amended and restated in its entirety the promissory note in the original principal amount of $2,100,000 originally issued by the Issuer to JFC on December 31, 2012 (the “Original Note”). 

As further described in Item 4 below, on July 30, 2014, the Issuer, US VC Partners, L.P. and JFC entered into a consent and waiver agreement (the “Consent and Waiver”) pursuant to which, among other things, JFC waived its rights to receive certain warrants that were otherwise issuable upon the conversion of the Restated Note.

As further described in Item 4 below, on August 4, 2014, the Issuer issued an aggregate of 100 shares of Series B Convertible Preferred Stock and 100 shares of Series C Convertible Preferred Stock to Bayonet for an aggregate of $200,000 in connection with the sale by the Issuer of $2,000,000 of units comprised of Series B Convertible Preferred Stock and Series C Preferred Stock described below.

As further described in Item 4 below, on May 15, 2015, JFC Technologies, LLC converted $650 in original principal amount of the Restated Note into 20 shares of Series A Convertible Preferred Stock.

As further described in Item 4 below, on May 18, 2015, the Issuer repaid the full remaining balance of the Restated Note.

On August 31, 2011, Cyalume Specialty Products, Inc. (“CSP”), a subsidiary of the Issuer, entered into an Asset Purchase Agreement (“APA”) with JFC and the owners of JFC. Pursuant to the APA, CSP purchased substantially all of JFC’s operations and certain related assets for consideration paid at closing, plus an earn-out based on future performance. A portion of the purchase price paid at closing consisted of the issuance to JFC of 712,771 shares of Common Stock, which at the time constituted less than five percent of the Issuer’s outstanding shares.

On various dates in October 2011, JFC transferred an aggregate of 106,837 shares of Common Stock to a total of six individuals employed by CSP. These individuals were employed by JFC until August 31, 2011, and were employed by CSP beginning on September 1, 2011.

On December 27, 2012, the Issuer and CSP entered into an Amendment Agreement (the “Amendment Agreement”) with JFC and Mr. Schleck, individually and in his capacity as representative of the members of JFC. The Amendment Agreement, among other things, amended certain terms of the APA. Under the Amendment Agreement, the Issuer issued to JFC 2,450,000 shares of Common Stock (the “Amendment Shares”), all of which shares are held in escrow as described in the following paragraph.

Under the Amendment Agreement, the Issuer had the right to repurchase any or all of the Amendment Shares during the month of January 2014, by providing notice to JFC of its exercise of that right on or before January 10, 2014. In addition, up to 350,000 of the Amendment Shares were subject to potential forfeiture if the volume weighted average trading price of the Common Stock during the month of December 2013 (the “December Closing Price”) was greater than $2.25, and the Issuer was required to issue up to 350,000 additional shares of Common Stock to JFC if the December Closing Price was less than $1.75.

The December Closing Price was less than $1.75 per share, and the Issuer therefore issued an additional 350,000 shares of Common Stock to JFC on January 31, 2014.

Mr. Schleck and the Issuer are parties to an incentive stock option award granted on December 27, 2012, pursuant to which Mr. Schleck has the right to purchase 200,000 shares of Common Stock at an exercise price of $1.50 per share.

These stock options (the “Stock Options”) vest as to 40,000 shares on each of the first five anniversaries of the grant date.

The Issuer granted the Stock Options under the Issuer’s 2009 Omnibus Securities and Incentive Plan, provided that if the Issuer’s stockholders had not approved an increase in the number of shares of common stock available for issuance under such Plan of at least 650,000 at the Issuer’s 2013 annual meeting of stockholders or otherwise by December 27, 2013, then the Stock Options would have been deemed to have been granted outside of that Plan.

At the Issuer’s 2013 annual meeting of stockholders held on July 9, 2013, the Issuer’s stockholders approved the requisite amendment. Accordingly, the Stock Options remain subject to the terms of the Issuer’s 2009 Omnibus Securities and Incentive Plan, as amended.

On November 19, 2013, the Issuer and JFC entered into an amended and restated promissory note (the “Restated Note”), which amended and restated in its entirety the promissory note in the original principal amount of $2,100,000 originally issued by the Issuer to JFC on December 31, 2012 (the “Original Note”).

Pursuant to the terms of the Restated Note, interest accrued on the principal amount at the rate of 12% per annum, retroactive to the date of the Original Note. The entire principal amount and all accrued interest under the Restated Note was due on the maturity date of December 31, 2016, or earlier upon the refinancing of the Issuer’s existing indebtedness (subject to the availability of at least $5,000,000 in available credit after such repayment) or a sale of the Issuer.

Up to $1 million of the principal amount of the Restated Note was convertible, at the option of JFC, into that number of shares of Series A Preferred Stock equal to the portion of the principal amount being converted divided by the conversion price of $32.50 per share (subject to adjustment based on certain changes in capitalization affecting the Series A Preferred Stock).

The Restated Note also amended the right previously granted to James G. Schleck, as set forth in the Amendment Agreement entered into on December 27, 2012 among the Issuer, Cyalume Specialty Products, Inc., JFC and Mr. Schleck, to be named by the Issuer as a nominee for election to the Issuer’s Board of Directors, such that Mr. Schleck will retain such right for so long as any of the following conditions is satisfied: (1) JFC and/or James G. Schleck collectively own at least 10% of the total number of outstanding shares of the Issuer’s Common Stock, (2) any portion of the indebtedness under the Restated Note remains outstanding, or (3) JFC shall have exercised the conversion option under the Restated Note and shall continue to beneficially own any shares of Series A Preferred Stock acquired upon such exercise.

On May 12, 2015, JFC and the Issuer entered into that certain payoff letter (the “Payoff Letter”), pursuant to which, among other things, JFC and the Issuer agreed that (i) the Issuer would repay the full remaining balance of the Restated Note, and (ii) James G. Schleck shall retain the right to be named by the Issuer as a nominee for election to the Board of Directors of the Issuer each time the Issuer solicits a vote of its stockholders relating to the election of directors for so long as any of the following conditions is satisfied: (a) JFC Technologies, LLC and/or James G. Schleck collectively own at least 10% of the total number of outstanding shares of the Issuer’s Common Stock, or (b) JFC Technologies, LLC shall continue to beneficially own any shares of Series A Preferred Stock of the Issuer. At any time on or after such date on which none of the preceding conditions is satisfied, James G. Schleck shall, upon receipt of a written request from the Issuer, immediately resign from the Board.

On May 15, 2015, JFC converted $650 in original principal amount of the Restated Note into 20 shares of Series A Convertible Preferred Stock. Collectively, these 20 shares of Series A Convertible Preferred Stock may be converted into a total of 4,757 shares of Common Stock (assuming that the 20 shares of Series A Convertible Preferred Stock are converted to Common Stock at the current conversion ratio therefor).

On May 18, 2015, the Issuer repaid the full remaining balance of the Restated Note. As a result, none of the shares of Series A Convertible Preferred Stock into which the remaining balance of the Restated Note could have been converted, and none of the shares of Common Stock into which those shares of Series A Convertible Preferred Stock could have been converted, were issued.

Upon the issuance of the Restated Note, the Issuer issued to JFC warrants (the “JFC Warrants”), to purchase up to 73,009 shares of the Issuer’s Common Stock. On February 3, 2014, JFC exercised the JFC Warrants.

The foregoing summary provides only a brief description of the Restated Note, the JFC Warrants and the Payoff Letter. The summary does not purport to be complete and is qualified in its entirety by the full text of the Restated Note and the JFC Warrants, copies of which were attached to the Issuer’s Form 8-K filed with the Commission on November 22, 2013 as Exhibits 10.6 and 3.6, respectively, and which are incorporated herein by reference, and to the full text of the Payoff Letter, which is attached hereto as Exhibit 13.

On July 30, 2014, the Issuer entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Cova Small Cap Holdings, LLC ("Cova"), Michael G. Barry and Bayonet Capital Fund I, LLC (each, an "Investor") for the purchase by the Investors of an aggregate of 1,000 units of securities of the Issuer (the "Units") for an aggregate purchase price of $2.0 million (or $2,000.00 per Unit), with each Unit comprising (1) one share of Series B Convertible Preferred Stock of the Issuer, par value $0.001 per share (the "Series B Preferred Stock"), and (2) one share of Series C Preferred Stock of the Issuer, par value $0.001 per share. A total of 900 of the Units were sold to Cova and Michael G. Barry (or an affiliated trust) on July 30, 2014, and the remaining 100 Units were sold to Bayonet on August 4, 2014.

The shares of Series B Preferred Stock have the rights and preferences set forth in the Certificate of Designation of Series B Convertible Preferred Stock which was filed by the Issuer with the Secretary of State of the State of Delaware on July 30, 2014 (the "Series B Certificate of Designation"). Pursuant to the Series B Certificate of Designation, each share of Series B Preferred Stock ranks senior to the Issuer’s Common Stock and to the Issuer’s Series A Convertible Preferred Stock (the "Series A Preferred Stock") with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Issuer. Upon the Issuer’s liquidation, sale to or merger with another corporation or other "Change of Control" (as such term is defined in the Series B Certificate of Designation), each share of Series B Preferred Stock would be entitled to a liquidation preference in an amount equal to the amount per share that would have been payable had all shares of Series B Preferred Stock been converted into Common Stock immediately prior to such event in accordance with the terms of the Series B Certificate of Designation, excluding for purposes of such calculation the liquidation preference payable to the holders of Series A Preferred Stock. Holders of the Series B Preferred Stock are entitled to convert at any time all or any portion of the of Series B Preferred Stock into a number of shares of Common Stock initially equal to 35,713.147 shares of Common Stock per share of Series B Preferred Stock (the "Conversion Number"), such that the 1,000 shares of Series B Preferred Stock issued pursuant to the Purchase Agreement will initially be convertible into a number of shares of Common Stock representing approximately 40% of the total number of shares of Common Stock outstanding, calculated on a fully-diluted basis, assuming the conversion of all outstanding shares of Series A Preferred Stock and Series B Preferred Stock. The Conversion Number is subject to customary adjustments, including for dividends, stock splits and other reorganizations affecting the Common Stock. In addition, the Conversion Number is subject to anti-dilution protections such that, subject to certain exceptions, if the Issuer issues or sells shares of Common Stock or other equity securities for no consideration or for consideration that is based on an equity valuation of the Issuer of less than $2 million in the aggregate, the Conversion Number will be increased to a number such that the Series B Preferred Stock will continue to be exercisable for 40% of the total number of shares of Common Stock outstanding, calculated on a fully-diluted, as-converted basis. Each share of Series B Preferred Stock will automatically convert into shares of Common Stock on the tenth anniversary of its original issuance date, at the then-current Conversion Number. Each share of Series B Preferred Stock is entitled to a number of votes equal to the number of shares of Common Stock into which such share is convertible and will be entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Issuer for their action or consideration.

Also on July 30, 2014 and in connection with the Purchase Agreement, the Issuer entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Investors pursuant to which the Issuer granted four long-form registrations and unlimited piggy-back registrations to the Investors, subject to certain limitations as set forth in the Registration Rights Agreement, to register the resale of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock.

Also on July 30, 2014 and in connection with the Purchase Agreement, the Issuer entered into a Consent and Waiver Agreement (the “Consent and Waiver”) with US VC Partners, L.P., Delaware limited partnership (“USVC”) and JFC, pursuant to which USVC and JFC agreed to amend the terms of the Certificate of Designation for the Series A Preferred Stock to allow the issuance of the Series B Preferred Stock and the Series C Preferred Stock without being subject to the rights of the Series A Preferred Stock, and JFC agreed to amend the terms of the Restated Note to eliminate the Series A Warrants and the Common Stock Warrants that were otherwise issuable upon the conversion of a portion of the Restated Note.

Mr. Schleck and the Issuer are parties to a Director Non-Qualified Stock Option Award made as of November 21, 2014, pursuant to which Mr. Schleck has had the right to purchase 20,000 shares of Common Stock at a price of $0.09 per share since February 15, 2015 (the “Director Stock Options”).

These 7,155,265 shares of Common Stock represent 6.44% of the Common Stock issued and outstanding, based on 111,177,204 shares of Common Stock outstanding, based on information provided by Cyalume Technologies Holdings, Inc.

All contracts, arrangements, understandings and relationships relating to the Reporting Persons with respect to the securities of the Issuer are described above in this Schedule 13D.

Exhibit 1 – Asset Purchase Agreement, dated August 31, 2011, by and among the Issuer, CSP, JFC and the Selling Members of JFC (incorporated by reference to Exhibit 10.8 of the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011).

Exhibit 2 – Amendment Agreement, dated December 27, 2012, by and among the Issuer, CSP, JFC and James G. Schleck (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on January 2, 2013).

Exhibit 3 – Incentive Stock Option Award, dated December 27, 2012, by and between the Issuer and James. G. Schleck (incorporated by reference to Exhibit 3 of JFC’s Schedule 13D filed with the SEC on February 19, 2013).

Exhibit 4 – Cyalume Technologies Holdings, Inc. 2009 Omnibus Securities and Incentive Plan (incorporated by reference to Exhibit A of the Issuer’s Proxy Statement on Schedule 14A filed with the SEC on April 30, 2009).

Exhibit 5 – Escrow Agreement, dated as of December 31, 2012, by and among American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, JFC, and the Issuer (incorporated by reference to Exhibit 5 of the Schedule 13D filed by James G. Schleck and JFC with the SEC on February 19, 2013).

Exhibit 6 – Amended and Restated Promissory Note, dated November 19, 2013, from the Issuer to JFC (incorporated by reference to Exhibit 10.6 of the Issuer’s Form 8-K filed with the SEC on November 22, 2013).

Exhibit 7 – Form of JFC Warrant, dated November 19, 2013, issued by the Issuer to JFC (incorporated by reference to Exhibit 3.6 of the Issuer’s Form 8-K filed with the SEC on November 22, 2013).

Exhibit 8 - Securities Purchase Agreement dated as of July 30, 2014 by and between the Issuer, Bayonet, and each of the other investors listed on the Schedule of Purchasers attached thereto (incorporated by reference to Exhibit 10.1 of Issuer's Current Report on Form 8-K filed with the SEC on August 5, 2014).

Exhibit 9 - Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock filed by the Company with the Secretary of State of the State of Delaware on July 30, 2014 (incorporated by reference to Exhibit 3.1 of Issuer’s Current Report on Form 8-K filed with the SEC on August 5, 2014).

Exhibit 10 - Series B Certificate of Designation filed with the Secretary of State of Delaware on July 30, 2014 (incorporated by reference to Exhibit 3.2 of Issuer's Current Report on Form 8-K filed with the SEC on August 5, 2014).

Exhibit 11 - Registration Rights Agreement dated July 30, 2014 (incorporated by reference to Exhibit 10.2 of Issuer's Current Report on Form 8-K filed with the SEC on August 5, 2014).

Exhibit 12 – Consent and Waiver Agreement, dated July 30, 2014, by and among the Issuer, USVC and JFC (incorporated by reference to Exhibit 10.5 of Issuer's Current Report on Form 8-K filed with the SEC on August 5, 2014).

Exhibit 13 – Director Non-Qualified Stock Option Award made as of November 21, 2014, by and between the Issuer and James. G. Schleck (incorporated by reference to Exhibit B of the Issuer’s Definitive Schedule 14C filed with the SEC on January 26, 2015).

Exhibit 14 – Payoff Letter, dated May 12, 2015, by and between JFC and the Issuer.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 28, 2015

Exhibit 14

JFC Technologies, LLC

P.O. Box 266

Bound Brook, NJ 08805

May 12, 2015

Cyalume Technologies Holdings, Inc.

96 Windsor Street

West Springfield, MA 01089

Attention: Michael Bielonko, CFO

Ladies and Gentlemen:

Reference is made to that certain Promissory Note dated December 31, 2012, as amended and restated on November 19, 2013 (the “Note”) between JFC Technologies, LLC (“Lender”) and Cyalume Technologies Holdings, Inc. (“Borrower”).

1.           Lender understands that Borrower intends to pay in full the Note (collectively, the “Obligations”). If paid before 5:00 p.m. (Chicago, IL, time) on May 12, 2015 (the “Pay-Off Date”), the amount of the obligations to be paid by Borrower to Lender is $2,694,484.24 (the “Pay-Off Amount”), comprised as follows:

The Pay-Off Amount shall be increased by $690.41 (the “Per Diem Amount”) for each day after the Pay- Off Date until the Pay-Off Amount is paid in full; provided, however, that (i) amounts received at or after 5:00 pm (Chicago, IL, time) on any business day shall be deemed to be received on the next business day for purposes of calculating the Per Diem Amount and (ii) this letter shall terminate and be of no force or effect if the Pay-Off Amount and the Per Diem Amount are not received before 5:00 p.m. (Chicago, IL, time) on May 29, 2015.

2.           Payment of an amount equal to the Pay-Off Amount, plus the Per Diem Amount (if any), should be made by wire transfer in immediately available funds as follows (the “Payment Instructions”):

[Bank Information Redacted]

3.           Upon receipt of the Pay-Off Amount, plus the Per Diem Amount (if any), by Lender pursuant to the Payment Instructions before 5:00 p.m. (Chicago, IL, time) on or before May 29, 2015 (the “Payoff Effective Time”), (a) the Obligations are satisfied in full and terminated, (b) all assignments, pledges, security interests, and other liens on any and all real and personal property assets of Borrower and any other obligor which may have been granted to Lender in connection with the Note are automatically terminated and released, (c) Lender agrees to deliver, at the request of Borrower or Borrower’s counsel (at Borrower’s expense), such security interest and other lien amendments, releases and termination statements as are necessary to effectuate the release described in the foregoing clause (b), and (d) Lender hereby releases and forever discharges any and all claims now existing, owing or in the future arising against the Borrower or any other obligor in connection with the Obligations.

4.           Upon the Payoff Effective Time: (a) Borrower, Borrower’s counsel, or a designee of Borrower shall be authorized to file the UCC termination statements attached as Exhibit A hereto with the appropriate filing offices in order to evidence or otherwise give public notice of such collateral terminations and releases; provided, however, that any and all such UCC termination statements shall be prepared and recorded at Borrower’s expense, and (b) upon the request of the Borrower, Borrower’s counsel, or a designee of Borrower, Lender further agrees to promptly deliver following the Payoff Effective Time to Borrower, Borrower’s counsel, or a designee of Borrower, at Borrower’s expense all such other cancellations, satisfactions and other documents necessary to terminate all instruments of record in favor of Borrower with respect to all liens on the real and personal property of Borrower in connection with the Note or any other obligor securing the Obligations.

5.          The Lender hereby confirms to the Borrower that upon payment by the Lender to the Borrower of the Pay-Off Amount (plus the Per Diem Amount to the extent required under section 1 of this letter): (a) the Note is paid-in-full, (b) the Note is terminated in its entirety, and (c) the Borrower does not owe to the Lender any debt for borrowed money.

6.          In addition to the provisions Section 7 (Board Designation) of that certain Amendment Agreement, dated December 27, 2012, by and among Cyalume Technologies Holdings, Inc. (for this paragraph, the “Parent”), Cyalume Specialty Products, Inc., JFC Technologies, LLC and James G. Schleck (the “Amendment Agreement”), James G. Schleck shall retain the right to be named by the Parent as a nominee for election to the Board of Directors of the Parent each time the Parent solicits a vote of its stockholders relating to the election of directors for so long as any of the following conditions is satisfied (each, a “Board Designation Condition”): (a) JFC Technologies, LLC and/or James G. Schleck collectively own at least 10% of the total number of outstanding shares of Parent’s Common Stock, or (b) JFC Technologies, LLC shall continue to beneficially own any shares of Series A Preferred Stock of the Parent. At any time on or after such date on which none of the Board Designation Conditions is satisfied, James G. Schleck shall, upon receipt of a written request from Parent, immediately resign from the Board.

7.          The parties hereto hereby acknowledge the terms and provisions of this letter by signing below. This letter shall be governed by the internal laws of the State of Illinois, without regard to conflict of laws principles. This letter may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which shall constitute an original but all of which, taken together, shall constitute a single agreement. A facsimile or other electronically transmitted copy of this letter shall have the same force and effect as an original hereof personally delivered to the intended recipient.

(Signature page follows.)

(Signature Page to Pay-Off/ Release Arrangements Letter)

	Very truly yours,
	JFC TECHNOLOGIES, LLC
	By:
	Name:  James G. Schleck
	Its:  Chief Executive Officer

(Signature Page to Pay-Off/ Release Arrangements Letter)

ACKNOWLEDGED AND AGREED TO

this 12 day of May, 2015:

BORROWER:	CYALUME TECHNOLOGIES
	HOLDINGS, INC.
	By:
	Name:	Michael Bielonko
	Its:	Chief Financial Officer, Treasure
		and Secretary

EXHIBIT A

UCC Terminations

(See attached).

UCC FINANCING STATEMENT AMENDMENT

FOLLOW INSTRUCTIONS

International Association of Commercial Administrators (IACA)

FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11)