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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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 * O'Brien Scott Alexander 2. Issuer Name and Ticker or Trading Symbol GenMark Diagnostics, Inc. [ GNMK ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, Global Mktg & Int'l Sales
(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)
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
Common Stock  4/22/2021    U    170879 (1)(2) D $24.05  0  D   

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
Market Stock Units  $0.0  4/22/2021    D        33334    (3)  (3) Common Stock  33334.0   (3) 0  D   
Market Stock Units  $0.0  4/22/2021    D        25000    (3)  (3) Common Stock  25000.0   (3) 0  D   
Stock Option (Right to Buy)  $7.9  4/22/2021    D        10000   10/21/2019  10/21/2025  Common Stock  10000.0   (4) 0  D   
Stock Option (Right to Buy)  $13.17  4/22/2021    D        8500   2/19/2019  2/19/2025  Common Stock  8500.0   (4) 0  D   
Stock Option (Right to Buy)  $12.3  4/22/2021    D        5200   3/6/2018  3/6/2024  Common Stock  5200.0   (4) 0  D   
Stock Option (Right to Buy)  $10.89  4/22/2021    D        1500   3/6/2017  3/6/2023  Common Stock  1500.0   (4) 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)  Includes 113,375 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.
(4)  The Merger Agreement provides that each Option granted pursuant to a Company Plan, whether vested or unvested, that is outstanding immediately prior to the Merger Effective Time, will automatically (i) be accelerated and vest in full and (ii) to the extent not exercised prior to the Merger Effective Time, be canceled and terminated as of the Merger Effective Time, and, in exchange therefor, each former holder of any such canceled Option 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 (a) the number of Shares subject to such Option multiplied by (b) the excess, if any, of the Offer Price over the exercise price per Share under such Option; provided that, if the exercise price per Share of any such Option is equal to or greater than the Offer Price, then such Option will be canceled without any cash payment being made in respect thereof.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
O'Brien Scott Alexander
5964 LA PLACE COURT
CARLSBAD, CA 92008


SVP, Global Mktg & Int'l Sales

Signatures
/s/ Eric Stier, Attorney-in-fact 4/22/2021
**Signature of Reporting Person Date
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