4//SEC Filing
Potthoff John Gary 4
Accession 0001140361-23-022234
CIK 0001092662other
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 9:03 PM ET
Size
18.4 KB
Accession
0001140361-23-022234
Insider Transaction Report
Form 4
Potthoff John Gary
Director
Transactions
- Disposition to Issuer
Nonqualified stock options
2023-04-27−46,875→ 0 totalExercise: $8.15Exp: 2023-05-10→ Common stock (46,875 underlying) - Exercise/Conversion
Common Stock
2021-06-24+16,314→ 54,086 total - Disposition to Issuer
Restricted stock units
2023-04-27−32,000→ 0 total→ Common stock (32,000 underlying) - Disposition from Tender
Common Stock
2023-04-26$0.45/sh−54,086$24,339→ 0 total - Exercise/Conversion
Restricted stock units
2021-06-24−16,314→ 0 total→ Common stock (16,314 underlying) - Disposition to Issuer
Nonqualified stock options
2023-04-27−41,143→ 0 totalExercise: $1.25Exp: 2032-03-10→ Common stock (41,143 underlying) - Disposition to Issuer
Nonqualified stock options
2023-04-27−36,252→ 0 totalExercise: $2.36Exp: 2027-03-15→ Common stock (36,252 underlying)
Footnotes (5)
- [F1]Each restricted stock unit represents a contingent right to receive one share of common stock.
- [F2]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.
- [F3]On March 16, 2020, the Reporting person was granted 16,314 restricted stock units which vested in full immediately prior to the earlier to occur of (i) the 2021 annual meeting of stockholders of the issuer, and (ii) a Change in Control (as defined in the 2019 Omnibus Incentive Plan of the issuer).
- [F4]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).
- [F5]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 0001740793
Filing Metadata
- Form type
- 4
- Filed
- Apr 30, 8:00 PM ET
- Accepted
- May 1, 9:03 PM ET
- Size
- 18.4 KB