Cyalume
Cyalume Technologies Holdings, Inc. (Form: 4, Received: 09/12/2017 15:29:58)
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 *

Settembrino Andrea
2. Issuer Name and Ticker or Trading Symbol

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

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

C/O CYALUME TECHNOLOGIES HOLDINGS, INC., 910 SE 17TH STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

9/8/2017
(Street)

FORT LAUDERDALE, FL 33316
(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

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
Stock Option (right to buy)   $0.09   9/8/2017     D         50000    2/15/2015   11/21/2024   Common Stock   50000     (1) 0   D    
Stock Option (right to buy)   $0.10   9/8/2017     D         500000      (2) 11/21/2024   Common Stock   500000     (3) 0   D    

Explanation of Responses:
(1)  This option was cancelled in the merger effected pursuant to the Agreement and Plan of Merger, dated as of August 8, 2017 (the "Merger Agreement"), among the Issuer, CPS Performance Materials Merger Sub Corp. and CPS Performance Materials Corp., 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 (as such term is defined in the Merger Agreement) of $0.213837 per share.
(2)  This option award was granted on December 13, 2016 and vested in five equal annual installments beginning on October 28, 2017.
(3)  This option was cancelled in the Merger in exchange for a cash payment of $56,919, representing the difference between the per share exercise price of the option and the Common Per Share Merger Consideration (as such term is defined in the Merger Agreement) of $0.213837 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Settembrino Andrea
C/O CYALUME TECHNOLOGIES HOLDINGS, INC.
910 SE 17TH STREET, SUITE 300
FORT LAUDERDALE, FL 33316


Chief Financial Officer

Signatures
/s/ Andrea Settembrino 9/8/2017
** Signature of Reporting Person Date


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* 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).
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