Sec Form 4 Filing - Bailey Brent David @ CYANOTECH CORP - 2016-03-31

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 Bailey Brent David 2. Issuer Name and Ticker or Trading Symbol CYANOTECH CORP [ CYAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former CEO and Director (Last) (First) (Middle) 300 SOUTH GRAND AVE., SUITE 4100 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2016 (Street) LOS ANGELES, CA90071-3151 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 05/02/2016 A( 1 ) 77,500 A $ 0 77,500 D Common Stock 05/02/2016 F( 2 ) 29,033 D $ 0 48,467 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 Stock Options $ 3.04 03/31/2016 D( 3 ) 230,000 ( 4 ) 01/12/2021 Common Stock 230,000 $ 0 0 D Stock Options $ 3.82 03/31/2016 D( 3 ) 497,916 ( 5 ) 08/29/2021 Common Stock 497,916 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bailey Brent David 300 SOUTH GRAND AVE., SUITE 4100 LOS ANGELES, CA90071-3151 Former CEO and Director Signatures /s/ Brent D. Bailey 05/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of shares made pursuant to the Separation Agreement between the issuer and the reporting person, dated as of March 31, 2016 (the "Separation Agreement"), a copy of which is attached to and made a part of the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on April 4, 2016; transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3 thereunder. ( 2 )Shares withheld pursuant to the Separation Agreement to satisfy tax withholding obligations; transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder. ( 3 )Disposition to the issuer of stock options pursuant to the Separation Agreement; transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder. As of March 31, 2016, 486,000 of such stock options were vested and 241,916 were unvested. ( 4 )81,000 stock options became exercisable on each of January 1, 2011 and January 1, 2013, and 68,000 stock options became exercisable on January 1, 2014. ( 5 )40,000 stock options became exercisable on January 1, 2014, and 108,000 stock options became exercisable on each of January 1, 2015 and January 1, 2016. 108,000 stock options were scheduled to become exercisable on January 11, 2017 and an additional 133,916 stock options were scheduled to become exercisable on January 11, 2018.

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