Sec Form 4 Filing - NORWEST VENTURE PARTNERS VII-A L P @ CYAN INC - 2015-08-03

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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
NORWEST VENTURE PARTNERS VII-A L P
2. Issuer Name and Ticker or Trading Symbol
CYAN INC [ CYNI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
525 UNIVERSITY AVENUE, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2015
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 X 900,000 A $ 3.62 900,000 I By Limited Partnership ( 1 )
Common Stock 08/03/2015 F( 2 ) 651,600 D $ 5.65 248,400 I By Limited Partnership ( 1 )
Common Stock 08/03/2015 D 248,400 D 0 I By Limited Partnership ( 1 )
Common Stock ( 4 ) 08/03/2015 X 1,575,000 A $ 3.62 2,216,560 D
Common Stock ( 4 ) 08/03/2015 F( 5 ) 1,140,300 D $ 5.65 1,076,260 D
Common Stock ( 4 ) 08/03/2015 D 1,076,260 D 0 D
Common Stock 08/03/2015 D 10,362,539 D 0 I By Limited Partnership ( 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
8% Convertible Note Due 2019 $ 2.44 08/03/2015 D 4,000,000 ( 7 ) 12/14/2019 Common Stock ( 7 ) $ 0 0 I See Footnote ( 1 )
Common Stock Warrants (right to buy) $ 3.62 08/03/2015 X 900,000 ( 8 ) 12/15/2017 Common Stock 900,000 $ 0 0 I See Footnote ( 1 )
8% Convertible Note Due 2019 $ 2.44 08/03/2015 D 7,000,000 ( 7 ) 12/14/2019 Common Stock ( 7 ) $ 0 0 D
Common Stock Warrants (right to buy) $ 3.62 08/03/2015 X 1,575,000 ( 8 ) 12/15/2017 Common Stock 1,575,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NORWEST VENTURE PARTNERS VII-A L P
525 UNIVERSITY AVENUE
SUITE 800
PALO ALTO, CA94301
X
NORWEST VENTURE PARTNERS VI A LP
525 UNIVERSITY AVENUE
SUITE 800
PALO ALTO, CA94301
X
NORWEST VENTURE PARTNERS X L P
525 UNIVERSITY AVENUE
SUITE 800
PALO ALTO, CA94301
X
Crowe Jeffrey
525 UNIVERSITY AVENUE
SUITE 800
PALO ALTO, CA94301
X
Howard Matthew D.
525 UNIVERSITY AVENUE
SUITE 800
PALO ALTO, CA94301
X
Signatures
By: /s/ Kurt Betcher, as Attorney in-fact 08/05/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities shown on Lines 1, 2 and 3 of Table 1 and Lines 1 and 2 of Table 2 represent securities held of record by Norwest Venture Partners VI-A, LP ("NVP VI-A"). By virtue of their positions as co-Chief Executive Officers of the managing member of the general partner of NVP VI-A, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
( 2 )The warrants were automatically exercised on a cashless basis immediately prior to the effective time of the merger at an exercise price of $3.62 per share. As a result of the cashless exercise the Issuer withheld 651,600 warrant shares to pay the exercise price and issued the remaining 248,400 shares to the NVP VI-A.
( 3 )Pursuant to the Merger Agreement among the Issuer, Ciena Corporation ("CIENA") and Neptune Acquistion Subsidiary, Inc. dated as of May 3, 2015, as amended (the "Merger Agreement"), each share of Issuer common stock was exchanged for $0.63 in cash and 0.19936 shares of Ciena common stock.
( 4 )The securities shown on Lines 4, 5 and 6 of Table 1 and Lines 3 and 4 of Table 2 represent securities held of record by Norwest Venture Partners VII-A, LP ("NVP VII-A"). By virtue of their positions as co-Chief Executive Officers of the managing member of the general partner of NVP VII-A, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
( 5 )The warrants were automatically exercised on a cashless basis immediately prior to the effective time of the merger at an exercise price of $3.62 per share. As a result of the cashless exercise, the Issuer withheld 1,140,300 warrant shares to pay the exercise price and issued the remaining 434,700 shares to NVP VII-A.
( 6 ) The securities shown on Line 7 of Table 1 represent securities held of record by Norwest Venture Partners X, LP ("NVP X"). By virtue of their positions as co-Chief Executive Officers of the managing member of the general partner of NVP X, Matthew D. Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messers. Howard and Crowe disclaim beneficial ownership of all such securities except to the extent of any pecuniary interest therein.
( 7 )Pursuant to the Merger Agreement, the convertible promissory notes will be convertible into the right to receive merger consideration of 460.4 shares of Ciena common stock per $,1000.00 of the principal amount of notes converted.
( 8 )Pursuant to their terms, the warrants were exercised immediately prior to the effective time of the merger.

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