KAMINER TED 4
4 · BIOCLINICA INC · Filed Mar 14, 2013
Insider Transaction Report
Form 4
BIOCLINICA INCBIOC
KAMINER TED
Sr. V.P & CFO
Transactions
- Disposition from Tender
Common Stock
2013-03-12$7.25/sh−243,766$1,767,304→ 0 total - Disposition to Issuer
Employee Stock Option (Right to buy)
2013-03-13$0.22/sh−25,000$5,500→ 0 totalExercise: $7.03Exp: 2014-02-09→ Common Stock (25,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
2013-03-13−15,000→ 0 totalExercise: $8.06Exp: 2014-02-27→ Common Stock (15,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
2013-03-13$4.21/sh−40,000$168,400→ 0 totalExercise: $3.04Exp: 2016-02-26→ Common Stock (40,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to buy)
2013-03-13−20,000→ 0 totalExercise: $7.72Exp: 2015-02-27→ Common Stock (20,000 underlying)
Footnotes (5)
- [F1]Of such amount, 135,000 shares automatically vested and were paid for in connection with the change in control that occurred upon the acceptance of shares pursuant to the tender offer ("the Offer") which was launched in connection with the Agreement and Plan of Merger dated January 29, 2013 by and among BioCore Holdings, Inc. BC Acquisition Corp. ("Purchaser") and BioClinica, Inc. On March 12, 2013, all shares which were tendered by the filing person in connection with the Offer were accepted by the Purchaser.
- [F2]This option, which provided for vesting in equal monthly increments over 4 years beginning on March 26, 2009, was cancelled in connection with the merger transaction effected pursuant to the Agreement and Plan of Merger dated January 29, 2013 by and among BioCore Holdings, Inc. BC Acquisition Corp. and BioClinica, Inc. (the "Merger"), in exchange for a cash payment of $168,400, representing the difference between the exercise price of the option and the market value of the underlying BIOC common stock on the effective date of the Merger ($7.25).
- [F3]This option, which provided for vesting 20% one year from grant date and then in equal monthly increments over 3 years beginning on February 9, 2005, was cancelled in connection with the Merger, in exchange for a cash payment of $5,500, representing the difference between the exercise price of the option and the market value of the underlying BIOC common stock on the effective date of the Merger ($7.25).
- [F4]This option, which provided for vesting 20% one year from grant date and then in equal monthly increments over 4 years beginning on February 27, 2008, was cancelled in connection with the Merger.
- [F5]This option, which provided for vesting 20% one year from grant date and then in equal monthly increments over 4 years beginning on February 27, 2009, was cancelled in connection with the Merger.