Sec Form 4 Filing - HAMILTON JAMES A @ 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 HAMILTON JAMES A 2. Issuer Name and Ticker or Trading Symbol CYAN INC [ CYNI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Worldwide Sales (Last) (First) (Middle) C/O CYAN, INC., 1383 N. MCDOWELL BLVD., SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2015 (Street) PETALUMA, CA34954 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 D 262,566 ( 1 ) D 0 D

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 Employee Stock Option (right to buy) $ 8.31 08/03/2015 D 356,250 ( 4 )( 5 ) 02/25/2023 Common Stock 356,250 $ 0 0 D Performance Restricted Stock Units ( 6 ) 08/03/2015 A 90,909 ( 7 ) ( 7 ) Common Stock 90,909 $ 0 90,909 D Performance Restricted Stock Units ( 6 ) 08/03/2015 D 90,909 ( 7 )( 8 ) ( 7 )( 8 ) Common Stock 90,909 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAMILTON JAMES A C/O CYAN, INC. 1383 N. MCDOWELL BLVD., SUITE 300 PETALUMA, CA34954 SVP, Worldwide Sales Signatures /s/ Kenneth M. Siegel, by power of attorney 08/03/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total amount of shares reflects an adjustment to the number of shares owned by 69 shares to take into account the Reporting Person's overreporting of the number of shares withheld to cover taxes as reported in a Form 4 filed on February 18, 2015. ( 2 )Pursuant to the Merger Agreement between the Issuer 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 common stock. ( 3 )Of the reported securities, 113,637 shares are represented by restricted stock units. Pursuant to the terms of the Severance and Change in Control Agreement dated March 26, 2013 between the Issuer and the Reporting Person (the "Change in Control Agreement"), 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 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. ( 4 )The option was granted on February 26, 2013 and provided for vesting of one-fourth of the shares subject to the option on February 25, 2014 and one forty-eighth of the shares subject to the option vest monthly thereafter. Pursuant to the Change in Control Agreement, all of the unvested shares subject to the option vested in full upon the effectiveness of the merger. ( 5 )Pursuant to the Merger Agreement, the option will be assumed by Ciena and converted into an option to purchase 0.224 shares of Ciena common stock for each share of Issuer common stock at an exercise price equal to the current exercise price divided by 0.224 per share. ( 6 )Each performance restricted stock unit represents a contingent right to receive one share of Issuer common stock. ( 7 )The performance restricted stock units are subject to the achievement of certain performance objectives relating to 2015 revenue goals. To the extent the applicable performance goals are achieved, 50% of performance restricted stock units are scheduled to vest on the date the achievement of the performance goals are certified after completion of the performance period and the remaining 50% are scheduled to vest on the first business day in 2017. ( 8 )Pursuant to the Merger Agreement, the performance restricted stock units will be assumed by Ciena and converted into a performance restricted stock unit for 0.224 shares of Ciena common stock per share of Issuer common stock.

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

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