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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $ 0.14 | 09/08/2017 | D | 123,077 | 11/19/2013 | (3) | Common Stock | 44,814,651 | (4) | 0 | I | See Footnote (5) | |||
| Series B Convertible Preferred Stock | (6) | 09/08/2017 | D | 505 | 07/30/2014 | (3) | Common Stock | 18,035,139 | (7) | 0 | I | See Footnote (6) | |||
| Stock Option (right to buy) | $ 0.09 | 09/08/2017 | D | 50,000 | 02/15/2015 | 11/21/2024 | Common Stock | 50,000 | (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 1.85 | 09/08/2017 | D | 7,500 | 07/09/2013 | 07/09/2023 | Common Stock | 7,500 | (9) | 0 | D | ||||
| Stock Option (right to buy) | $ 2.5 | 09/08/2017 | D | 7,500 | 06/21/2012 | 06/21/2022 | Common Stock | 7,500 | (9) | 0 | D | ||||
| Stock Option (right to buy) | $ 4.5 | 09/08/2017 | D | 7,500 | 06/16/2011 | 06/16/2021 | Common Stock | 7,500 | (9) | 0 | D | ||||
| Stock Option (right to buy) | $ 3.65 | 09/08/2017 | D | 7,500 | 02/04/2010 | 02/04/2020 | Common Stock | 7,500 | (9) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| INTRATER ANDREW C/O CYALUME TECHNOLOGIES HOLDINGS, INC. 910 SE 17TH STREET, SUITE 300 FORT LAUDERDALE, FL 33316 |
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| /s/ Andrew Intrater | 09/08/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares were cancelled in the merger (the "Merger") effected pursuant to the Agreement and Plan of Merger, dated as of August 8, 2017, among the Issuer, CPS Performance Materials Merger Sub Corp. and CPS Performance Materials Corp., in exchange for a cash payment of $0.213837 per share (the "Common Per Share Merger Consideration"). |
| (2) | These shares are held of record by Columbus Nova Investments IV Ltd. or its wholly-owned subsidiary Cova Small Cap Holdings, LLC ("Cova"). The Reporting Person is the chief executive officer of Cova and has the power to direct the voting and investment decisions of Cova. As a result, the Reporting Person may be deemed to have voting and investment power over the shares held by LP. The Reporting Person disclaims beneficial ownership of these shares for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| (3) | The shares do not have an expiration date. |
| (4) | The shares of Series A Convertible Preferred Stock were cancelled in the Merger in exchange for a cash payment of $77.86 per share. |
| (5) | These shares are held of record by US VC Partners, LP ("LP"). US VC Partners GP, LLC is the general partner of LP and the Reporting Person is the Special Managing Member and has the power to direct the voting and investment decisions of GP. As a result, the Reporting Person may be deemed to have voting and investment power over the shares held by LP. The Reporting Person disclaims beneficial ownership of these shares for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| (6) | Each share of Series B Convertible Preferred Stock is convertible into 35,713.147 shares of Common Stock. |
| (7) | The shares of Series B Convertible Preferred Stock were cancelled in the Merger in exchange for a cash payment of $7,636.80 per share. |
| (8) | This option was cancelled in the Merger in exchange for a cash payment of $6,192, representing the difference between the per share exercise price of the option and the Common Per Share Merger Consideration. |
| (9) | This option was cancelled in the Merger without payment, as the per share exercise price of the option was greater than the Common Per Share Merger Consideration. |