4//SEC Filing
REID CLIFFORD A 4
Accession 0001181431-13-017571
CIK 0001361103other
Filed
Mar 17, 8:00 PM ET
Accepted
Mar 18, 6:48 PM ET
Size
16.3 KB
Accession
0001181431-13-017571
Insider Transaction Report
Form 4
REID CLIFFORD A
DirectorPresident, CEO & Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2013-03-18$1.65/sh−50,666$83,599→ 0 totalExercise: $1.50Exp: 2019-12-27→ Common Stock (50,666 underlying) - Disposition to Issuer
Common Stock, par value $0.001
2013-03-14$3.15/sh−310,200$977,130→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2013-03-18$1.65/sh−3,090$5,099→ 0 totalExercise: $1.50Exp: 2019-11-12→ Common Stock (3,090 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-03-18$0.14/sh−250,000$35,000→ 0 totalExercise: $3.01Exp: 2022-04-01→ Common Stock (250,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-03-18$1.65/sh−341,667$563,751→ 0 totalExercise: $1.50Exp: 2020-02-23→ Common Stock (341,667 underlying)
Footnotes (5)
- [F1]These shares were tendered to Beta Acquisition Corporation (the "Purchaser"), a wholly-owned subsidiary of BGI-Shenzhen, pursuant to Purchaser's offer to purchase all of the outstanding shares of the Issuer at a price of $3.15 per share (the "Per Share Merger Consideration"), without interest, subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on September 25, 2012 and in the related Letter of Transmittal, together with any amendments or supplements thereto, and the Agreement and Plan of Merger, dated as of September 15, 2012 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on March 18, 2013, the Issuer completed its merger (the "Merger") with BGI-Shenzhen, whereby the Issuer became a wholly owned subsidiary of BGI-Shenzhen.
- [F2]No shares are held by the Clifford A Reid Living Trust, Dated September 3, 1997, Clifford A. Reid, Trustee following the Merger.
- [F3]In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes. The award, which provided for vesting in 48 successive, equal monthly installments measured from August 12, 2009, accelerated and became fully vested upon the consummation of the Merger, pursuant to the terms of the option agreement and the Merger Agreement.
- [F4]In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes. The award, which provided for vesting in 48 successive, equal monthly installments measured from April 1, 2009, accelerated and became fully vested upon the consummation of the Merger, pursuant to the terms of the option agreement and the Merger Agreement.
- [F5]In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes. The award, which provided for vesting in 48 successive, equal monthly installments measured from April 2, 2012, accelerated and became fully vested upon the consummation of the Merger, pursuant to the terms of the option agreement and the Merger Agreement.
Documents
Issuer
COMPLETE GENOMICS INC
CIK 0001361103
Entity typeother
Related Parties
1- filerCIK 0001134041
Filing Metadata
- Form type
- 4
- Filed
- Mar 17, 8:00 PM ET
- Accepted
- Mar 18, 6:48 PM ET
- Size
- 16.3 KB