| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cyalume Technologies Holdings, Inc. [ CYLU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/10/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 Option (right to buy) and tax offset right(1) | $3.6 | 09/10/2012 | D | 1,036,104(2) | (2) | 04/01/2022 | Common Stock | 1,036,104(2) | (3) | 1,036,104(2)(5) | I | See foonotes(4)(5) | |||
| Stock Option (right to buy) and tax offset right(1) | $1.5 | 09/10/2012 | A | 1,036,104(2) | (2) | 04/01/2022 | Common Stock | 1,036,104(2) | (3) | 1,036,104(2)(5) | I | See foonotes(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The accompanying tax-offset right entitles the option holder to receive, upon exercise of the option, a cash payment which, after reduction for all taxes as a result of the receipt of such cash payment, equal to the excess, if any, of the ordinary income tax over the capital gain tax. |
| 2. The option was originally granted on April 2, 2012, and provides for vesting in five equal annual installments commencing on April 2, 2013, as was amended by the Board (as defined below) on June 21, 2012. |
| 3. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and a grant of a replacement option. |
| 4. On April 2, 2012, the option was granted to East Shore Ventures, LLC ("East Shore"), a limited liability company controlled by Mr. Nedivi, in accordance with the terms of a Management Services Agreement (the "Services Agreement"), effective as of April 2, 2012, by and between Cyalume Technologies Holdings, Inc. (the "Issuer") and East Shore. Because Mr. Nedivi controls East Shore, Mr. Nedivi may also be deemed to beneficially own the option and the shares underlying the option. |
| 5. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest in the securities reported herein. |
| Remarks: |
| Pursuant to the Services Agreement, the Issuer was required to appoint Mr. Nedivi, who controls East Shore, to the board of directors of the Issuer (the "Board") within a reasonable period of time following the Effective Date and Mr. Nedivi was required to accept such appointment. Mr. Nedivi was appointed to the Board in accordance therewith and is serving as the representative of East Shore on the Board. |
| /s/ Zivi R. Nedivi | 09/12/2012 | |
| /s/ Zivi R. Nedivi, President | 09/12/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||