FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Richard Gregory

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/14/2017 

3. Issuer Name and Ticker or Trading Symbol

Interpace Diagnostics Group, Inc. [IDXG]

(Last)        (First)        (Middle)

C/O INTERPACE DIAGNOSTICS GROUP, INC., 300 INTERPACE PARKWAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Commercial Officer /

(Street)

PARSIPPANY, NJ 07054       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)     (1) 10/14/2026   Common Stock   12257   $1.60   D    
Stock Option (right to buy)     (2) 3/16/2027   Common Stock   17134   $2.12   D    
Stock Appreciation Right     (3) 4/2/2019   Common Stock   3742   $45.70   D    
Restricted Stock Units     (4)   (4) Common Stock   4000   $0   D    
Stock Option (right to buy)     (5) 5/11/2027   Common Stock   50269   $2.39   D    

Explanation of Responses:
(1)  The reporting person was awarded 12,257 stock options, of which 11,236 options are currently exercisable and the remaining will vest on October 14, 2017.
(2)  The reporting person was awarded 17,134 stock options, of which 8,566 options are currently exercisable and the remaining will vest ratably over the next six months.
(3)  The reporting person was awarded 3,742 stock appreciation rights, of which all are immediately exercisable.
(4)  The reporting person was awarded 4,000 restricted stock units, of which half will vest on February 26, 2018 and the remaining half on February 26, 2019. Upon vesting, the reporting person will receive a number of shares of common stock of Issuer equal to the number of restricted stock units vested.
(5)  The reporting person was awarded 50,269 stock options, of which 16,756 options are currently exercisable and the remaining will vest ratably over the next eight months.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Richard Gregory
C/O INTERPACE DIAGNOSTICS GROUP, INC.
300 INTERPACE PARKWAY
PARSIPPANY, NJ 07054


Chief Commercial Officer

Signatures
/s/ Gregory Richard 9/21/2017
** 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 5(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 control number.
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