0000899243-15-002395.txt : 20150805 0000899243-15-002395.hdr.sgml : 20150805 20150805155232 ACCESSION NUMBER: 0000899243-15-002395 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150803 FILED AS OF DATE: 20150805 DATE AS OF CHANGE: 20150805 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CYAN INC CENTRAL INDEX KEY: 0001391636 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 205862569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1383 N MCDOWELL BLVD SUITE 300 CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: 707-735-2300 MAIL ADDRESS: STREET 1: 1383 N MCDOWELL BLVD SUITE 300 CITY: PETALUMA STATE: CA ZIP: 94954 FORMER COMPANY: FORMER CONFORMED NAME: CYAN OPTICS INC DATE OF NAME CHANGE: 20070228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Azure Capital Partners, Inc. CENTRAL INDEX KEY: 0001576256 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35904 FILM NUMBER: 151028857 BUSINESS ADDRESS: STREET 1: AZURE CAPITAL PARTNERS STREET 2: 650 CALIFORNIA STREET, SUITE 1100 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 415-276-5535 MAIL ADDRESS: STREET 1: AZURE CAPITAL PARTNERS STREET 2: 650 CALIFORNIA STREET, SUITE 1100 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Azure Capital Partners VC Administrators II, L.P. CENTRAL INDEX KEY: 0001576255 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35904 FILM NUMBER: 151028858 BUSINESS ADDRESS: STREET 1: AZURE CAPITAL PARTNERS STREET 2: 650 CALIFORNIA STREET, SUITE 1100 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 415-276-5535 MAIL ADDRESS: STREET 1: AZURE CAPITAL PARTNERS STREET 2: 650 CALIFORNIA STREET, SUITE 1100 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 FORMER NAME: FORMER CONFORMED NAME: Azure Capital Partners VC DATE OF NAME CHANGE: 20130508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Azure Entrepreneurs II L P CENTRAL INDEX KEY: 0001338826 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35904 FILM NUMBER: 151028859 BUSINESS ADDRESS: STREET 1: 650 CALIFORNIA STREET STREET 2: 11TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 4152765500 MAIL ADDRESS: STREET 1: 650 CALIFORNIA STREET STREET 2: 11TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Azure Capital Partners II LP CENTRAL INDEX KEY: 0001356622 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35904 FILM NUMBER: 151028860 BUSINESS ADDRESS: STREET 1: 650 CALIFORNIA ST 11TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108 MAIL ADDRESS: STREET 1: 650 CALIFORNIA ST 11TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Azure Parent, L.L.C. CENTRAL INDEX KEY: 0001576261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35904 FILM NUMBER: 151028861 BUSINESS ADDRESS: STREET 1: AZURE CAPITAL PARTNERS STREET 2: 650 CALIFORNIA STREET, SUITE 1100 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 415-276-5535 MAIL ADDRESS: STREET 1: AZURE CAPITAL PARTNERS STREET 2: 650 CALIFORNIA STREET, SUITE 1100 CITY: SAN FRANCISCO STATE: CA ZIP: 94108 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-08-03 1 0001391636 CYAN INC CYNI 0001576261 Azure Parent, L.L.C. 650 CALIFORNIA STREET, 11TH FLOOR SAN FRANCISCO CA 94108 1 0 1 0 0001356622 Azure Capital Partners II LP 650 CALIFORNIA STREET, 11TH FLOOR SAN FRANCISCO CA 94108 1 0 1 0 0001338826 Azure Entrepreneurs II L P 650 CALIFORNIA STREET, 11TH FLOOR SAN FRANCISCO CA 94108 1 0 1 0 0001576255 Azure Capital Partners VC Administrators II, L.P. 650 CALIFORNIA STREET, 11TH FLOOR SAN FRANCISCO CA 94108 1 0 1 0 0001576256 Azure Capital Partners, Inc. 650 CALIFORNIA STREET, 11TH FLOOR SAN FRANCISCO CA 94108 1 0 1 0 Common Stock 2015-08-03 4 S 0 17000 D 0 I See Footnotes Common Stock 2015-08-03 4 S 0 5324789 D 0 I See Footnotes Common Stock 2015-08-03 4 S 0 682912 D 0 I See Footnotes Pursuant to the Agreement and Plan of Merger by and among the Issuer, Neptune Acquisition Subsidiary, Inc. and Ciena Corporation ("Ciena") dated May 3, 2015, as amended (the "Merger Agreement"), each share of Issuer common stock will be exchanged for $0.63 in cash and 0.19936 shares of Ciena's common stock at the Effective Time (as defined in the Merger Agreement) by virtue of the merger. Of the reported securities, 8,500 shares are represented by restricted stock units. Pursuant to the Issuer's Non-Employee Director Compensation and Expense Reimbursement Program, all of the restricted stock units vested in full upon the effectiveness of the Merger. Each Issuer restricted stock unit that is vested but not yet settled as of the Effective Time will be deemed paid in shares of Issuer common stock immediately prior to the Effective Time, and the holder of such restricted stock unit will be entitled to receive $0.63 in cash and 0.19936 shares of Ciena's common stock with respect to each such share of Issuer common stock otherwise issuable pursuant to such vested (but not yet settled) restricted stock units. These securities are held directly by Mr. Ferris and were issued to Mr. Ferris in connection with his services to the Issuer as a director. Pursuant to an arrangement with Azure Capital Partners VC Administrators II, L. P. ("Azure GP"), Mr. Ferris will assign to Azure Capital Partners, L.P. ("Azure Manager") any remuneration received for service as a director of the Issuer. Such remuneration will then offset the management fees payable to Azure Manager. (continued in footnote 4) Azure GP is the sole general partner of each of Azure Capital Partners II, L.P. ("ACP II") and Azure Entrepreneurs II, L.P. ("AE II"). The sole general partner of Azure GP is Azure Parent, L.L.C. ("Azure Parent"), which is wholly-owned by Azure Capital Partners, Inc. ("Azure Capital" and together with ACP II, AE II, Azure Manager and Azure GP, the "Azure Entities"). Mr. Ferris, a manager of Azure Parent, serves as the Azure Entities' representative on the Issuer's board of directors. Each of the Azure Entities disclaims beneficial ownership in such securities, except to the extent, if any, of their respective pecuniary interest therein. These shares are held directly by ACP II. Each of the Azure Entities disclaims beneficial ownership in such securities, except to the extent, if any, of their respective pecuniary interest therein. These shares are held directly by AE II. Each of the Azure Entities disclaims beneficial ownership in such securities, except to the extent, if any, of their respective pecuniary interest therein. Azure Capital Partners II, L.P., By: Azure Capital Partners VC Administrators II, L.P., its sole general partner, By: Azure Parent, L.L.C., its sole general partner, By: /s/ Paul A. Ferris, manager 2015-08-05 Azure Entrepreneurs II, L.P., By: Azure Capital Partners VC Administrators II, L.P., its sole general partner, By: Azure Parent, L.L.C., its sole general partner, By: /s/ Paul A. Ferris, manager 2015-08-05 Azure Capital Partners VC Administrators II, L.P., By: Azure Parent, L.L.C., its sole general partner, By: /s/ Paul A. Ferris, manager 2015-08-05 Azure Parent, L.L.C., By: /s/ Paul A. Ferris, manager 2015-08-05 Azure Capital Partners, Inc. By: /s/ Paul A. Ferris, its Secretary 2015-08-05