Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information To Be Included In Statements Filed Pursuant To § 240.13d-1(b), (c) And (d) And Amendments Thereto
Filed Pursuant To § 240.13d-2
 
Under The Securities Exchange Act Of 1934
 
(Amendment No. 5)*
 
Cyanotech Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

232437-301
(CUSIP Number)
 
N/A
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 

 
CUSIP No. 232437-301
1
NAME OF REPORTING PERSONS
   
 
Michael A. Davis ("Davis")
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(See Instructions)
(a) ¨
   
(b) x
     
   
3
SEC USE ONLY
   
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   

   
5
SOLE VOTING POWER
       
     
0 shares.
       
       
   
6
SHARED VOTING POWER
       
     
1,059,432 shares.
       
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
The 1,059,432 shares consist of:  346,663 shares held by Davis; 31,250 shares held by Davis' spouse, Janet J. Johnstone ("Johnstone"); 150,000 shares held by trusts for the benefit of Davis' children for which Davis is Co-Trustee (the "Children's Trusts"); 50,000 shares held by Davis and Johnstone as UTMA custodians for Davis' children (the "Custodial Accounts"); 480,769 shares held by the Michael Arlen Davis Charitable Lead Annuity Trust (the "Charitable Trust") of which Davis is Co-Trustee and non-charitable beneficiary; and 750 shares issuable upon the exercise of stock options held by the Michael Davis 1993 Family Trust, a trust for the benefit of Davis, Johnstone, and Davis' descendants of which Davis and Johnstone are Co-Trustees (the "Family Trust").
       
       
   
7
SOLE DISPOSITIVE POWER
       
     
0 shares
       
       
   
8
SHARED DISPOSITIVE POWER
       
     
1,059,432 shares
       
     
The 1,059,432 shares consist of:  346,663 shares held by Davis; 31,250 shares held by Johnstone; 150,000 shares held by the Children's Trusts; 50,000 shares held by the Custodial Accounts; 480,769 shares held by the Charitable Trust; and 750 shares issuable upon the exercise of stock options held by the Family Trust.
       

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,059,432 SHARES.  The 1,059,432 shares include 750 shares issuable upon the exercise of stock options.
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
19.65%
   
   
12
TYPE OF REPORTING PERSON (See Instructions)
   
 
IN
   
 
 
Page 2 of 8
 

CUSIP No. 232437-301
1.
NAME OF REPORTING PERSON
  
     
 
Janet Jyll Johnstone ("Johnstone")
  
     
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
 
(See Instructions)
(a) ¨
   
(b) x
     
     
3
SEC USE ONLY
  
     
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States
  
     

   
5
SOLE VOTING POWER
       
     
0 shares.
       
       
   
6
SHARED VOTING POWER
       
     
397,413 shares.
       
 
NUMBER OF
SHARES
BENEFICIALLY
  
The 397,413 shares consist of:  346,663 shares held by Davis; 50,000 shares held by the Custodial Accounts; and 750 shares issuable upon exercise of options held by the Family Trust.
  OWNED BY     
  EACH     
  REPORTING 
7
SOLE DISPOSITIVE POWER
  PERSON     
 
WITH
  
0 shares.
       
       
   
8
SHARED DISPOSITIVE POWER
       
     
397,413 shares.
       
     
The 397,413 shares consist of:  346,663 shares held by Davis; 50,000 shares held by the Custodial Accounts; and 750 shares issuable upon exercise of options held by the Family Trust.
       

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
397,413
   
   
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
(See Instructions)
¨
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
7.4%
   
   
12
TYPE OF REPORTING PERSON (See Instructions)
   
 
IN
   
 
 
Page 3 of 8
 

CUSIP No. 232437-301
   
1
NAME OF REPORTING PERSON
   
 
Michael Arlen Davis Charitable Lead Annuity Trust (the "Charitable Trust")
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) ¨
   
(b) x
   
   
3
SEC USE ONLY
   
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   

   
5
SOLE VOTING POWER
       
     
0 shares.
 
  
    
       
 
  
6
SHARED VOTING POWER
       
 
NUMBER OF
  
480,769 shares.
 
SHARES
    
 
BENEFICIALLY
OWNED BY
  
Davis is a Co-Trustee and non-charitable beneficiary of the Charitable Trust.
 
EACH  
    
 
REPORTING
    
 
PERSON
7
SOLE DISPOSITIVE POWER
 
WITH
    
     
0
       
       
   
8
SHARED DISPOSITIVE POWER
       
     
480,769 shares.
       
     
Davis is a Co-Trustee and non-charitable beneficiary of the Charitable Trust.
       

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
480,769 shares.
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
(See Instructions)
¨
     
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
8.9%
   
   
12
TYPE OF REPORTING PERSON
   
 
OO
   
 
 
Page 4 of 8
 

Item 1.
 
 
(a)
Name of Issuer:
 
Cyanotech Corporation.
 
 
(b)
Address of Issuer's Principal Executive Offices:
 
73-4460 Queen Kaahumanu Highway, Suite 102
Kailua-Kona, Hawaii 96740
 
Item 2.
 
 
(a)
Name of Person(s) Filing:
 
This statement is filed jointly by Michael A. Davis ("Davis"), the Michael Arlen Davis Charitable Lead Annuity Trust (the "Charitable Trust") and Davis' spouse, Janet J. Johnstone ("Johnstone").
 
 
(b)
Address of Principal Business Office or, if none, Residence:
 
1621 Juanita Lane
Tiburon, California 94920
 
 
(c)
Citizenship:
 
United States
 
 
(d)
Title of Class of Securities:
 
Common Stock.
 
 
(e)
CUSIP Number:
 
232437-301
 
Item 3.   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a:
 
N.A.
 
Item 4.   Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
 
Davis:  1,059,432 shares.  The 1,059,432 shares include 750 shares issuable upon the exercise of stock options.
 
Johnstone:  397,413 shares.  The 397,413 shares include 750 shares issuable upon the exercise of stock options.
 
Charitable Trust:  480,769 shares.
 
 
Page 5 of 8
 

 
(b) 
Percent of Class:
 
Davis:  19.65%
 
Johnstone:  7.4%
 
Charitable Trust:  8.9%
 
 
(c) 
Number of shares as to which the person has:
 
 
(i) 
Sole power to vote or direct the vote:
 
Davis: 0 shares
 
Johnstone: 0 shares
 
Charitable Trust: 0 shares
 
 
(ii) 
Shared power to vote or to direct the vote:
 
Davis:  1,059,432 shares.  The 1,059,432 shares consist of:  346,663 shares held by Davis; 31,250 shares held by Johnstone; 150,000 shares held by the Children's Trusts; 50,000 shares held by the Custodial Accounts; 480,769 shares held by the Charitable Trust; and 750 shares issuable upon the exercise of options held by the Family Trust.
 
Johnstone:  397,413 shares.  The 397,413 shares consist of:  346,663 shares held by Davis; 50,000 shares held by the Custodial Accounts; and 750 shares issuable upon the exercise of options held by the Family Trust.
 
Charitable Trust:  480,769 shares.  Davis is a Co-Trustee and non-charitable beneficiary of the Charitable Trust.
 
(iii) 
Sole power to dispose or direct the disposition of:
 
Davis: 0 shares
 
Johnstone: 0 shares
 
Charitable Trust: 0 shares
 
 
(iv) 
Shared power to dispose or direct the disposition of:
 
Davis:  1,059,432 shares.  The 1,059,432 shares consist of:  346,663 shares held by Davis; 31,250 shares held by Johnstone; 150,000 shares held by the Children's Trusts; 50,000 shares held by the Custodial Accounts; 480,769 shares held by the Charitable Trust; and 750 shares issuable upon the exercise of options held by the Family Trust.
 
Johnstone:  397,413 shares.  The 397,413 shares consist of:  346,663 shares held by Davis; 50,000 shares held by the Custodial Accounts; and 750 shares issuable upon the exercise of options held by the Family Trust.
 
Charitable Trust:  480,769 shares.  Davis is a Co-Trustee and non-charitable beneficiary of the Charitable Trust.
 
 
Page 6 of 8
 

Item 5.
Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent (5%) of the class of securities, check the following o.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Wilmington Trust Corporation is Co-Trustee of the Children’s Trusts and the Charitable Trust, and collectively holds 630,769 shares or 11.7% of the class of stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
N.A.
 
Item 8.
Identification and Classification of Members of the Group.
 
N.A.
 
Item 9.
Notice of Dissolution of Group.
 
N.A.
 
Item 10. 
Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 

 
Page 7 of 8
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: June 1, 2011

By: 
/s/ Sara Finigan, attorney-in-fact
 
 Michael A. Davis
   
By:
/s/ Sara Finigan, attorney-in-fact
 
 Janet J. Johnstone
   
By:
/s/ Sara Finigan, attorney-in-fact
 
 The Michael Arlen Davis
 
 Charitable Lead Annuity Trust
 
 

 
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
 
EXHIBIT INDEX
 
This  filing hereby incorporates by reference the Limited Powers of Attorney for Section 13 Reporting Obligations filed as Exhibit 1 to Amendment 4 to this Schedule 13G filed on February 14, 2011.
 
 
Page 8 of 8