4//SEC Filing
Steenvoorden Lawrence J. 4
Accession 0001140361-23-022238
CIK 0001092662other
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 9:03 PM ET
Size
16.3 KB
Accession
0001140361-23-022238
Insider Transaction Report
Form 4
Steenvoorden Lawrence J.
See remarks
Transactions
- Tax Payment
Common Stock
2023-01-05$0.25/sh−16,118$4,030→ 37,453 total - Exercise/Conversion
Common Stock
2023-01-05+53,571→ 53,571 total - Disposition to Issuer
Restricted stock units
2023-04-27−107,143→ 0 total→ Common stock (107,143 underlying) - Disposition from Tender
Common Stock
2023-04-26$0.45/sh−37,453$16,854→ 0 total - Exercise/Conversion
Restricted stock units
2023-01-05−53,571→ 107,143 total→ Common stock (53,571 underlying) - Disposition to Issuer
Nonqualified stock options
2023-04-27−300,000→ 0 totalExercise: $1.12Exp: 2029-01-05→ Common stock (300,000 underlying)
Footnotes (6)
- [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 January 5, 2022, the reporting person was granted 160,714 restricted stock units which vest in three equal installments on January 5, 2023, 2024 and 2025, provided they shall vest in full immediately prior to (a) the issuer's termination of the reporting person employment without Cause, the reporting person's termination of his employment for Good Reason or the expiration of the Term upon notice of nonrenewal delivered by the Company, in each case within twelve months following a Change in Control, or (b) the reporting person's death or Permanent Disability (each such capitalized term as defined in the employment agreement between the issuer and the reporting person).
- [F5]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).
- [F6]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 0001902795
Filing Metadata
- Form type
- 4
- Filed
- Apr 30, 8:00 PM ET
- Accepted
- May 1, 9:03 PM ET
- Size
- 16.3 KB