Statement of Changes in Beneficial Ownership (4)
April 22 2021 - 1:51PM
Edgar (US Regulatory)
FORM 4
[ ]
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Chohan Abdul |
2. Issuer Name and Ticker or Trading Symbol
GenMark Diagnostics, Inc.
[
GNMK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP Operations |
(Last)
(First)
(Middle)
5964 LA PLACE COURT |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/22/2021 |
(Street)
CARLSBAD, CA 92008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/22/2021 | | U | | 63750 (1)(2) | D | $24.05 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Market Stock Units | $0.0 | 4/22/2021 | | D | | | 12500 | (3) | (3) | Common Stock | 12500.0 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to the Agreement and Plan of Merger, dated March 12, 2021, by and among Roche Holdings, Inc., a Delaware corporation ("Parent"), Geronimo Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and GenMark Diagnostics, Inc., a Delaware corporation (the "Company") (the "Merger Agreement" and the transactions contemplated thereby, the "Merger"), whereby Parent caused Purchaser to conduct a tender offer for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company, at a price of $24.05 per share (the "Offer Price"). On April 22, 2021 (the "Merger Effective Time"), the Company irrevocably accepted for payment all shares that were validly tendered and not withdrawn. |
(2) | Consists of 63,750 RSUs. The Merger Agreement provides that each RSU awarded pursuant to any Company Plan, whether vested or unvested, that is outstanding immediately prior to the Merger Effective Time, will automatically (i) be fully accelerated and vest in full and the restrictions thereon shall lapse and (ii) be canceled and terminated as of the Merger Effective Time, and, in exchange therefor, each former holder of any such RSU will be entitled to receive an amount in cash (without interest and subject to any deduction for required withholding taxes) equal to the product of the Offer Price multiplied by the number of Shares subject to such RSU. |
(3) | The Merger Agreement provides that (i) each unvested MSU awarded pursuant to any Company Plan that is outstanding immediately prior to the Merger Effective Time will automatically fully vest (based on the performance level attained pursuant to the terms of the applicable award agreement, including any provision therein related to the effect of a change of control) and become a vested MSU in accordance with its terms and (ii) each MSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be canceled and terminated as of the Merger Effective Time, and, in exchange therefor, each former holder of any vested MSU will be entitled to receive an amount in cash (without interest and subject to any deduction for required withholding taxes) equal to the product of the Offer Price multiplied by the number of Shares subject to such vested MSU. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Chohan Abdul 5964 LA PLACE COURT CARLSBAD, CA 92008 |
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| SVP Operations |
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Signatures
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/s/ Eric Stier, Attorney-in-fact | | 4/22/2021 |
**Signature of Reporting Person | Date |
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