BERG JEFFREY H 4
4 · BIOCLINICA INC · Filed Mar 14, 2013
Insider Transaction Report
Form 4
BIOCLINICA INCBIOC
BERG JEFFREY H
Director
Transactions
- Disposition from Tender
Common Stock
2013-03-12$7.25/sh−101,500$735,875→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-03-13$2.51/sh−21,250$53,337→ 0 totalExercise: $4.74Exp: 2013-05-28→ Common Stock (21,250 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-03-13$2.15/sh−15,000$32,250→ 0 totalExercise: $5.10Exp: 2014-05-10→ Common Stock (15,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-03-13$3.25/sh−10,000$32,500→ 0 totalExercise: $4.00Exp: 2015-05-11→ Common Stock (10,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-03-13$3.06/sh−10,000$30,600→ 0 totalExercise: $4.19Exp: 2013-05-10→ Common Stock (10,000 underlying)
Footnotes (5)
- [F1]Of such amount, 3,000 shares automatically vested and 54,500 shares were issued to the filing person 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 6250 immediately and then equal monthly increments over 12 months beginning on May 28, 2003, 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 $53,337.50, 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 in equal monthly increments over 12 months beginning on June 10, 2004, was cancelled in connection with the Merger, in exchange for a cash payment of $32,250, 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 in equal monthly increments over 12 months beginning on June 11, 2005, was cancelled in connection with the Merger, in exchange for a cash payment of $32,500, 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).
- [F5]This option, which provided for vesting in equal monthly increments over 12 months beginning on June 10, 2006, was cancelled in connection with the Merger, in exchange for a cash payment of $30,600, 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).