4//SEC Filing
COMPLETE GENOMICS INC 4
Accession 0001181431-13-017573
CIK 0001361103operating
Filed
Mar 17, 8:00 PM ET
Accepted
Mar 18, 6:49 PM ET
Size
14.0 KB
Accession
0001181431-13-017573
Insider Transaction Report
Form 4
WALL ROBERT T
Director
Transactions
- Disposition to Issuer
Common Stock, par value $0.001
2013-03-14$3.15/sh−51,666$162,748→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2013-03-18$1.24/sh−8,000$9,920→ 0 totalExercise: $1.91Exp: 2022-06-21→ Common Stock (8,000 underlying) - Disposition to Issuer
Restricted Stock Units
2013-03-18$3.15/sh−834$2,627→ 0 total→ Common Stock (834 underlying) - Disposition to Issuer
Restricted Stock Units
2013-03-18$3.15/sh−4,000$12,600→ 0 total→ Common Stock (4,000 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 Wall Family Investment Partnership, Ltd. of which Reporting Person is the Sole General Partner 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 36 successive and equal monthly installments measured from June 22, 2012, accelerated and became fully vested upon the consummation of the Merger, pursuant to the terms of the option agreement and the Merger Agreement.
- [F4]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. In accordance with the terms of the Merger Agreement, each restricted stock unit 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 restricted stock unit and the Per Share Merger Consideration, less any required withholding taxes. The award, which provided for vesting in three successive and equal annual installments measured from November 30, 2010, accelerated and became fully vested upon the consummation of the Merger, pursuant to the terms of the restricted stock unit agreement and the Merger Agreement.
- [F5]Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. In accordance with the terms of the Merger Agreement, each restricted stock unit 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 restricted stock unit and the Per Share Merger Consideration, less any required withholding taxes. The award, which provided for vesting in three successive and equal annual installments measured from June 22, 2012, accelerated and became fully vested upon the consummation of the Merger, pursuant to the terms of the restricted stock unit agreement and the Merger Agreement.
Documents
Issuer
COMPLETE GENOMICS INC
CIK 0001361103
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001361103
Filing Metadata
- Form type
- 4
- Filed
- Mar 17, 8:00 PM ET
- Accepted
- Mar 18, 6:49 PM ET
- Size
- 14.0 KB