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