4//SEC Filing
Caso Charles 4
Accession 0001140361-23-022231
CIK 0001092662other
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 9:03 PM ET
Size
27.9 KB
Accession
0001140361-23-022231
Insider Transaction Report
Form 4
Caso Charles
See remarks
Transactions
- Disposition from Tender
Common Stock
2023-04-26$0.45/sh−34,674$15,603→ 0 total - Exercise/Conversion
Restricted stock units
2023-03-15−7,885→ 7,886 total→ Common stock (7,885 underlying) - Tax Payment
Common Stock
2022-06-01$0.77/sh−1,444$1,112→ 10,542 total - Tax Payment
Common Stock
2023-03-15$0.39/sh−2,775$1,082→ 34,674 total - Exercise/Conversion
Common Stock
2022-06-01+4,101→ 11,986 total - Exercise/Conversion
Common Stock
2023-03-11+29,333→ 39,875 total - Tax Payment
Common Stock
2023-03-11$0.44/sh−10,311$4,537→ 29,564 total - Exercise/Conversion
Common Stock
2023-03-15+7,885→ 37,449 total - Exercise/Conversion
Restricted stock units
2023-03-11−29,333→ 58,667 total→ Common stock (29,333 underlying) - Exercise/Conversion
Restricted stock units
2022-06-01−4,101→ 4,102 total→ Common stock (4,101 underlying) - Disposition to Issuer
Restricted stock units
2023-04-27−70,655→ 0 total→ Common stock (70,655 underlying) - Disposition to Issuer
Nonqualified stock options
2023-04-27−169,714→ 0 totalExercise: $1.25Exp: 2032-03-09→ Common stock (169,714 underlying) - Disposition to Issuer
Incentive stock options
2023-04-27−65,476→ 0 totalExercise: $4.65Exp: 2031-03-14→ Common stock (65,476 underlying)
Footnotes (8)
- [F1]Each restricted stock unit represents a contingent right to receive one share of common stock.
- [F2]These shares were withheld for tax purposes upon the vesting of restricted stock units.
- [F3]Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated January 31, 2023 (the "Merger Agreement"), by and among the Issuer, Biosynex SA ("Parent"), and Project Merci Merger Sub, Inc. ("Purchaser"), including the completion on April 26, 2023 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $0.45 per share in cash, without interest (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on April 27, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price.
- [F4]On June 1, 2020, the reporting person was granted 12,304 restricted stock units which vest on June 1 of each of 2022 and 2023, subject to continued service through each vesting date.
- [F5]On March 11, 2022, the reporting person was granted 88,000 restricted stock units which vest on March 11 of each of 2023, 2024 and 2025, subject to continued service through each vesting date.
- [F6]On March 15, 2021, the reporting person was granted 23,656 restricted stock units which vest on March 15 of each of 2022, 2023 and 2024, subject to continued service through each vesting date.
- [F7]Each Company RSU (as defined in the Merger Agreement) that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of Shares (as defined the Merger Agreement) issuable in settlement of such Company RSU immediately prior to the Effective Time without regard to vesting multiplied by (b) the Merger Consideration (as defined in the Merger Agreement).
- [F8]As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that is equal to or more than the Offer Price (each, an "Out of the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time without any consideration payable therefor.
Documents
Issuer
CHEMBIO DIAGNOSTICS, INC.
CIK 0001092662
Entity typeother
Related Parties
1- filerCIK 0001923974
Filing Metadata
- Form type
- 4
- Filed
- Apr 30, 8:00 PM ET
- Accepted
- May 1, 9:03 PM ET
- Size
- 27.9 KB