Sec Form 4 Filing - Ferris Paul @ CYAN INC - 2015-08-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ferris Paul 2. Issuer Name and Ticker or Trading Symbol CYAN INC [ CYNI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 650 CALIFORNIA STREET, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2015 (Street) SAN FRANCISCO, CA94108 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 08/03/2015 S 17,000 D 0 I See Footnotes ( 3 ) ( 4 ) Common Stock 08/03/2015 S 5,324,789 D 0 I See Footnotes ( 5 ) Common Stock 08/03/2015 S 682,912 D 0 I See Footnotes ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferris Paul 650 CALIFORNIA STREET, 11TH FLOOR SAN FRANCISCO, CA94108 X Signatures /s/ Paul A. Ferris 08/05/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger 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. ( 2 )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. ( 3 )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) ( 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 GP, Azure Manager and Azure Capital, the "Azure Entities"). Mr. Ferris, a manager of Azure Parent, serves as the Azure Entities' representative on the Issuer's board of directors. Mr. Ferris disclaims beneficial ownership in such securities, except to the extent, if any, of his pecuniary interest therein by virtue of his interests in Azure Capital. ( 5 )These shares are held directly by ACP II. Mr. Ferris disclaims beneficial ownership in such securities, except to the extent, if any, of his pecuniary interest therein by virtue of his interests in Azure Capital. ( 6 )These shares are held directly by AE II. Mr. Ferris disclaims beneficial ownership in such securities, except to the extent, if any, of his pecuniary interest therein by virtue of his interests in Azure Capital.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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