Smith Dennis M Jr 4

Accession 0001179110-10-018100

CIK 0001038223other

Filed

Dec 22, 7:00 PM ET

Accepted

Dec 23, 2:06 PM ET

Size

19.2 KB

Accession

0001179110-10-018100

Form 4

Period: 2010-12-22

Director

Transactions

Disposition to Issuer
Clarient, Inc. stock option (right to buy)
2010-12-22$4.13/sh+30,000$123,900→ 0 total
Exercise: $0.87Exp: 2013-07-18→ common stock (30,000 underlying)
Disposition to Issuer
Clarient, Inc. stock option (right to buy)
2010-12-22$2.29/sh+25,000$57,250→ 0 total
Exercise: $2.71Exp: 2019-05-13→ common stock (25,000 underlying)
Disposition to Issuer
Clarient, Inc. stock option (right to buy)
2010-12-22$2.19/sh+15,000$32,850→ 0 total
Exercise: $2.81Exp: 2020-06-08→ common stock (15,000 underlying)
Disposition to Issuer
Clarient, Inc. common stock
2010-12-22$5.00/sh−10,000$50,000→ 0 total
Disposition to Issuer
Clarient, Inc. stock option (right to buy)
2010-12-22$4.00/sh+10,000$40,000→ 0 total
Exercise: $1.00Exp: 2013-10-17→ common stock (10,000 underlying)
Disposition to Issuer
Clarient, Inc. stock option (right to buy)
2010-12-22$2.94/sh+10,000$29,400→ 0 total
Exercise: $2.06Exp: 2017-07-17→ common stock (10,000 underlying)
Disposition to Issuer
Clarient, Inc. stock option (right to buy)
2010-12-22$3.00/sh+15,000$45,000→ 0 total
Exercise: $2.00Exp: 2018-07-14→ common stock (15,000 underlying)

Footnotes (3)

[F1]Represents restricted shares of common stock which vested in full upon the completion of the merger of Crane Merger Sub, Inc. ("Crane"), an indirect wholly owned subsidiary of General Electric Company ("GE"), with and into the Issuer on December 22, 2010. Each restricted share of common stock was converted into the right to receive $5.00, without interest and less any required withholding taxes.
[F2]This option to purchase shares of the Issuer's common stock ("Issuer Shares") became 100% vested and exercisable due to a change in control of the Issuer effected through the completion of a tender offer by Crane, an indirect wholly owned subsidiary of GE, effective as of December 22, 2010.
[F3](continued from Footnote 2) As a result of the completion of the tender offer, this option was deemed exercised and, at the effective time of the merger of Crane with and into the Issuer (with the Issuer surviving as an indirect, wholly owned subsidiary of GE), the option was terminated and converted into the right to receive an amount in cash (subject to any applicable withholding or other taxes required by applicable law to be withheld) equal to the product of (A) the total number of Issuer Shares deemed to be issued upon the deemed exercise of such option and (B) the excess, if any, of $5.00 over the exercise price per Issuer Share previously subject to such option.

Documents

1 file

CLARIENT, INC

CIK 0001038223

Entity typeother