EBERLY RICHARD 4

Accession 0001140361-23-022235

CIK 0001092662other

View on SEC.gov Company Profile

Filed

Apr 30, 8:00 PM ET

Accepted

May 1, 9:03 PM ET

Size

39.8 KB

Accession

0001140361-23-022235

Insider Transaction Report

Form 4

Period: 2022-03-15

CHEMBIO DIAGNOSTICS, INC.CEMI

EBERLY RICHARD

See Remarks

Transactions

Exercise/Conversion
Common Stock
2023-03-15+38,710→ 205,928 total
Tax Payment
Common Stock
2023-03-15$0.39/sh−13,958$5,444→ 191,970 total
Disposition from Tender
Common Stock
2023-04-26$0.45/sh−241,759$108,792→ 0 total
Tax Payment
Common Stock
2022-03-16$0.70/sh−41,442$29,009→ 75,130 total
Tax Payment
Common Stock
2023-03-11$0.44/sh−51,912$22,841→ 167,218 total
Exercise/Conversion
Common Stock
2022-03-15+38,709→ 38,709 total
Exercise/Conversion
Common Stock
2023-03-16+77,863→ 269,833 total
Exercise/Conversion
Common Stock
2023-03-11+144,000→ 219,130 total
Disposition from Tender
Common Stock
2023-04-26$0.45/sh−51,413$23,136→ 0 total(indirect: By Spouse)
Exercise/Conversion
Restricted stock units
2022-03-16−77,863→ 77,863 total
→ Common stock (77,863 underlying)
Exercise/Conversion
Restricted stock units
2023-03-11−144,000→ 288,000 total
→ Common stock (144,000 underlying)
Exercise/Conversion
Restricted stock units
2023-03-16−77,863→ 0 total
→ Common stock (77,863 underlying)
Exercise/Conversion
Common Stock
2022-03-16+77,863→ 116,572 total
Disposition to Issuer
Nonqualified stock options
2023-04-27−690,076→ 0 total
Exercise: $1.25Exp: 2032-03-10→ Common stock (690,076 underlying)
Tax Payment
Common Stock
2023-03-16$0.33/sh−28,074$9,264→ 241,759 total
Disposition to Issuer
Restricted stock units
2023-04-26−326,710→ 0 total
→ Common stock (326,710 underlying)
Exercise/Conversion
Restricted stock units
2022-03-15−38,709→ 77,420 total
→ Common stock (38,709 underlying)
Exercise/Conversion
Restricted stock units
2023-03-15−38,710→ 38,710 total
→ Common stock (38,710 underlying)
Disposition to Issuer
Incentive stock options
2023-04-27−321,429→ 0 total
Exercise: $4.65Exp: 2031-03-14→ Common stock (321,429 underlying)
Disposition to Issuer
Incentive stock options
2023-04-27−143,067→ 0 total
Exercise: $1.25Exp: 2032-03-10→ Common stock (143,067 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 March 15, 2021, the reporting person was granted 116,129 restricted stock units which vest over three years, with one-third vesting on March 15, 2022, one-third vesting on March 15, 2023, and the remaining one-third vesting on March 15, 2024, subject to continued service through each vesting date.
[F5]On March 16, 2020, the reporting person was granted 233,589 restricted stock units which vest over three years, with one-third vesting as of March 16, 2021; one-third vesting as of March 16, 2022; and one-third vesting as of March 16, 2023.
[F6]On March 11, 2022, the reporting person was granted 432,000 restricted stock units which vest in equal installments on March 11 of each of 2023, 2024 and 2025, 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

1 file

4
form4.xmlPrimary

Issuer

CHEMBIO DIAGNOSTICS, INC.

CIK 0001092662

→

Entity typeother

Related Parties

filerCIK 0001224658

Filing Metadata

Form type: 4
Filed: Apr 30, 8:00 PM ET
Accepted: May 1, 9:03 PM ET
Size: 39.8 KB

View on SEC.gov