BIO REFERENCE LABORATORIES INC 4
4 · BIO REFERENCE LABORATORIES INC · Filed Jan 22, 2009
Insider Transaction Report
Form 4
GRODMAN MARC
DirectorPresident, CEO10% Owner
Transactions
- Sale
Common Stock
2009-01-21$22.39/sh−42,603$953,881→ 1,233,834 total - Other
Forward Contract (Right/Obligation to Sell)
2006-12-21−0→ 0 total→ Common Stock
Holdings
- 226,667(indirect: By Spouse)
Common Stock
Footnotes (3)
- [F1]On October 12, 2006, Marc D. Grodman established a Rule l0b-5-1 Sales Plan with Bear Stearns & Co., Inc. ("Bear Stearns") to facilitate sales of a variable number of Dr. Grodman's shares of BRLI Common Stock (up to 200,000 shares) in variable pre-paid forward transactions ("Forward Transactions") at a minimum per share sale price as specified in the Sales Plan. In connection with the contemplated Forward Transactions, Dr. Grodman pledged 200,000 shares of his BRLI Common Stock to secure his obligation to deliver a maximum aggregate 200,000 shares of Common Stock to Bear Stearns on the final settlement dates (varying from 23 to 25 months after each sale). The Sales Plan was terminated on December 21, 2006 at which date an aggregate 175,936 shares had been sold pursuant to the Forward Transactions. (Continued - Footnote 2)
- [F2]As prepayment for the pledge of these shares, Bear Stearns paid Dr. Grodman approximately $3,950,000 or approximately $22.46 per share. The number of shares that Dr. Grodman will be obligated to deliver on the final settlement dates will vary based upon the market price of the Common Stock on such settlement dates. Dr. Grodman will benefit from any excess in the market prices of the Common Stock at the final settlement dates to the extent such prices exceed approximately $25.30 up to approximately $30.38 per share, by being able to deliver fewer shares. Until the final settlement dates, Dr. Grodman is deemed the beneficial owner of the pledged shares.
- [F3]Includes 173,467 shares owned directly by Dr. Grodman's wife and 53,200 shares owned by their children. The reporting person disclaims beneficial ownership of these 226,667 shares.