Cyalume
Cyalume Technologies Holdings, Inc. (Form: 4, Received: 09/12/2017 14:12:21)
FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Schleck James G
2. Issuer Name and Ticker or Trading Symbol

Cyalume Technologies Holdings, Inc. [ CYLU ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CYALUME TECHNOLOGIES HOLDINGS, INC., 96 WINDSOR STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

9/8/2017
(Street)

WEST SPRINGFIELD, MA 01089
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/8/2017     D    250   D   (1) 0   D    
Common Stock   9/9/2017     D    2740169   D   (1) 0   I   By JFC Technologies, LLC  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Series A Convertible Preferred Stock   $0.14   9/8/2017     D         20    11/19/2013     (2) Common Stock   6134     (3) 0   I   By JFC Technologies, LLC  
Series B Convertible Preferred Stock     (4) 9/8/2017     D         100    7/30/2014     (2) Common Stock   3571315     (5) 0   I   By Bayonet Capital Fund I, LLC  
Stock Option (right to buy)   $0.09   9/8/2017     D         20000    2/15/2015   11/21/2024   Common Stock   20000     (6) 0   D    
Stock Option (right to buy)   $1.50   9/8/2017     D         200000      (7) 12/27/2022   Common Stock   200000     (8) 0   D    

Explanation of Responses:
(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)  The shares do not have an expiration date.
(3)  The shares of Series A Convertible Preferred Stock were cancelled in the Merger in exchange for a cash payment of $77.86 per share.
(4)  Each share of Series B Convertible Preferred Stock is convertible into 35,713.147 shares of Common Stock.
(5)  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.
(6)  This option was cancelled in the Merger in exchange for a cash payment of $2,477, representing the difference between the per share exercise price of the option and the Common Per Share Merger Consideration.
(7)  The option vested in five equal annual installments beginning on December 27, 2013.
(8)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Schleck James G
C/O CYALUME TECHNOLOGIES HOLDINGS, INC.
96 WINDSOR STREET
WEST SPRINGFIELD, MA 01089
X



Signatures
/s/ James G. Schleck 9/8/2017
** Signature of Reporting Person Date


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