Home/Filings/4/0001437749-13-002908
4//SEC Filing

Davidoff E Martin 4

Accession 0001437749-13-002908

CIK 0000822418other

Filed

Mar 13, 8:00 PM ET

Accepted

Mar 14, 6:37 PM ET

Size

20.2 KB

Accession

0001437749-13-002908

Insider Transaction Report

Form 4
Period: 2013-03-12
Transactions
  • Disposition from Tender

    Common Stock

    2013-03-12$7.25/sh65,430$474,3680 total
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2013-03-13$3.25/sh2,000$6,5000 total
    Exercise: $4.00Exp: 2015-05-11Common Stock (2,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2013-03-13$2.15/sh15,000$32,2500 total
    Exercise: $5.10Exp: 2014-05-10Common Stock (15,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2013-03-13$3.06/sh10,000$30,6000 total
    Exercise: $4.19Exp: 2013-05-10Common Stock (10,000 underlying)
Footnotes (4)
  • [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 in equal monthly increments over 12 months beginning on June 10, 2004, 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 $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).
  • [F3]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 $6,500, 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 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).

Issuer

BIOCLINICA INC

CIK 0000822418

Entity typeother

Related Parties

1
  • filerCIK 0001291611

Filing Metadata

Form type
4
Filed
Mar 13, 8:00 PM ET
Accepted
Mar 14, 6:37 PM ET
Size
20.2 KB