4//SEC Filing
Angelico Paul 4
Accession 0001140361-23-022498
CIK 0001092662other
Filed
May 1, 8:00 PM ET
Accepted
May 2, 4:39 PM ET
Size
29.9 KB
Accession
0001140361-23-022498
Insider Transaction Report
Form 4
Angelico Paul
See remarks
Transactions
- Exercise/Conversion
Common Stock
2022-10-28+10,594→ 46,473 total - Exercise/Conversion
Common Stock
2023-03-11+29,333→ 71,983 total - Tax Payment
Common Stock
2023-03-11$0.44/sh−10,575$4,653→ 61,408 total - Disposition from Tender
Common Stock
2023-04-26$0.45/sh−66,450$29,903→ 0 total - Exercise/Conversion
Restricted stock units
2022-10-28−10,594→ 0 total→ Common stock (10,594 underlying) - Tax Payment
Common Stock
2022-10-28$0.32/sh−3,823$1,223→ 42,650 total - Exercise/Conversion
Common Stock
2023-03-15+7,885→ 69,293 total - Tax Payment
Common Stock
2023-03-15$0.39/sh−2,843$1,109→ 66,450 total - Exercise/Conversion
Restricted stock units
2023-03-11−29,333→ 58,667 total→ Common stock (29,333 underlying) - Exercise/Conversion
Restricted stock units
2023-03-15−7,885→ 7,886 total→ Common stock (7,885 underlying) - Disposition to Issuer
Restricted stock units
2023-04-27−66,553→ 0 total→ Common stock (66,553 underlying) - Disposition to Issuer
Incentive stock options
2023-04-27−29,883→ 0 totalExercise: $2.36Exp: 2026-10-27→ Common stock (29,883 underlying) - Disposition to Issuer
Incentive stock options
2023-04-27−177,080→ 0 totalExercise: $4.65Exp: 2031-03-14→ Common stock (177,080 underlying) - Disposition to Issuer
Incentive stock options
2023-04-27−169,714→ 0 totalExercise: $1.25Exp: 2032-03-09→ Common stock (169,714 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 September 30, 2020, the reporting person was granted 31,780 restricted stock units which vested in three equal installments on October 28 of each of 2020, 2021 and 2022.
- [F5]On March 15, 2021, the reporting person was granted 23,656 restricted stock units which vest in three equal installments on March 15 of each of 2022, 2023 and 2024, subject to continued service through each vesting date.
- [F6]On March 11, 2022, the reporting person was granted 88,000 restricted stock units which vest in three 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
Issuer
CHEMBIO DIAGNOSTICS, INC.
CIK 0001092662
Entity typeother
Related Parties
1- filerCIK 0001924002
Filing Metadata
- Form type
- 4
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 4:39 PM ET
- Size
- 29.9 KB