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
			1,036,430 shares.
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		The 1,036,430 shares consist of: 246,663 shares held by Davis; 31,250 shares held by Davis' spouse, Janet J. Johnstone ("Johnstone"); 76,998 shares held by the Skywords Family Foundation, a charitable foundation of which Davis and Johnstone serve as two of the three directors (the "Foundation"); 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
			1,036,430 shares
			The 1,036,430 shares consist of: 246,663 shares held by Davis; 31,250 shares held by Johnstone; 76,998 shares held by the Foundation; 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
	1,036,430 SHARES. The 1,036,430 shares include 750 shares issuable upon the exercise of stock options.
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)
	19.2%
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

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
			374,411 shares.
	NUMBER OF SHARES BENEFICIALLY		The 374,411 shares consist of: 246,663 shares held by Davis; 76,998 shares held by the Foundation; 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
			374,411 shares.
			The 374,411 shares consist of: 246,663 shares held by Davis; 76,998 shares held by the Foundation; 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
	322,413
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	(See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.9%
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

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

 

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: 1,036,430 shares. The 1,036,430 shares include 750 shares issuable upon the exercise of stock options.

 

Johnstone: 374,411 shares. The 374,411 shares include 750 shares issuable upon the exercise of stock options.

 

Charitable Trust: 480,769 shares.

(b)

Percent of Class:

 

Davis: 19.2%

 

Johnstone: 6.9%

 

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: 1,036,430 shares. The 1,036,430 shares consist of: 246,663 shares held by Davis; 31,250 shares held by Johnstone; 76,998 shares held by the Foundation; 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: 374,411 shares. The 374,411 shares consist of: 246,663 shares held by Davis; 76,998 shares held by the Foundation; 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: 984,432 shares. The 984,432 shares consist of: 246,663 shares held by Davis; 31,250 shares held by Johnstone; 25,000 shares held by the Foundation; 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: 322,413 shares. The 322,413 shares consist of: 246,663 shares held by Davis; 25,000 shares held by the Foundation; 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.

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.

 

Northern Trust Bank of California N.A. 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.

 

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: February 14, 2011

By:	/s/ Eleanor Hicks, attorney-in-fact
	Michael A. Davis
By:	/s/ Eleanor Hicks, attorney-in-fact
	Janet J. Johnstone
By:	/s/ Eleanor Hicks. 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

 

1. Limited Powers of Attorney for Section 13 Reporting Obligations

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