RESPONSE BIOMEDICAL CORP 4

Accession 0001437749-16-042826

CIK 0000806888operating

View on SEC.gov Company Profile

Filed

Nov 30, 7:00 PM ET

Accepted

Dec 1, 8:41 PM ET

Size

28.1 KB

Accession

0001437749-16-042826

Insider Transaction Report

Form 4

Period: 2016-11-29

RESPONSE BIOMEDICAL CORPRBM

Wang Jonathan Jian

Director

Transactions

Other
Common Stock
2016-11-29−71,396→ 0 total
Other
Common Stock
2016-11-29−34,291→ 0 total(indirect: See Footnotes)
Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−20,000→ 0 total
Exercise: $1.60From: 2013-08-13Exp: 2022-08-13→ Common Stock (20,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−5,000→ 0 total
Exercise: $1.43From: 2014-03-14Exp: 2023-03-14→ Common Stock (5,000 underlying)
Other
Common Stock
2016-11-29−3,604,266→ 0 total(indirect: See Footnotes)
Other
Common Stock
2016-11-29−2,149,902→ 0 total(indirect: See Footnotes)
Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−20,000→ 0 total
Exercise: $3.10From: 2014-03-14Exp: 2023-03-14→ Common Stock (20,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−5,000→ 0 total
Exercise: $0.92From: 2016-03-19Exp: 2025-03-19→ Common Stock (5,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−5,000→ 0 total
Exercise: $0.85From: 2017-03-24Exp: 2026-03-23→ Common Stock (5,000 underlying)

Holdings

Warrant
(indirect: See Footnotes)
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (2,085,383 underlying)
2,085,383
Warrant
(indirect: See Footnotes)
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (19,858 underlying)
19,858
Warrant
(indirect: See Footnotes)
Exercise: $1.42From: 2011-12-30Exp: 2016-12-30→ Common Stock (1,245,964 underlying)
1,245,964

Footnotes (11)

[F1]In connection with the consummation of the transactions contemplated by the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), the reporting person rolled over their shares of common stock of the issuer into shares of common stock of 1077801 B.C. Ltd on a one-to-one basis.
[F10]In connection with the Arrangement, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Arrangement, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of $1.12 CDN and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings.
[F11]In connection with the Arrangement, all outstanding Warrants will remain exercisable in accordance with their terms.
[F2]The reporting person holds these shares of Common Stock of the Issuer ("Shares") on behalf of OrbiMed Private Investments III ("OPI III"), OrbiMed Asia Partners, L.P. ("OAP") and OrbiMed Associates III, LP ("OA III").
[F3]These Shares and warrants to purchase Shares ("Warrants") are held of record by OPI III and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP III LLC ("OrbiMed Capital"), OrbiMed Advisors LLC ("OrbiMed Advisors"), and Samuel D. Isaly ("Isaly"). OrbiMed Capital is the sole general partner of OPI III. OrbiMed Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of OrbiMed Capital. Pursuant to those relationships, OrbiMed Capital and OrbiMed Advisors have discretionary investment management authority with respect to the assets of OPI III.
[F4]Such authority includes the power to vote and otherwise dispose of the securities held by OPI III. Isaly, a natural person, is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and to direct the disposition of the securities held by OPI III. The Reporting Person is an employee of OrbiMed Advisors
[F5]Each of the Reporting Person, OrbiMed Capital, OrbiMed Advisors, Isaly, OrbiMed Advisors Limited ("OrbiMed Limited") and OrbiMed Asia GP, L.P. ("OrbiMed Asia") disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any entity or person, including the Reporting Person, is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
[F6]These Shares and Warrants are held of record by OAP and may be deemed to be indirectly beneficially owned by OrbiMed Asia and OrbiMed Limited. OrbiMed Asia is the sole general partner of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia. As a result, OrbiMed Asia has the power to direct the vote and to direct the disposition of the securities held by OAP and such power is exercised through OrbiMed Limited.
[F7]These Shares and Warrants are held of record by OA III and may be deemed to be indirectly beneficially owned by OrbiMed Advisors and Isaly. OrbiMed Advisors is the sole general partner of OA III, and Isaly is the managing member of, and holder of a controlling interest in, OrbiMed Advisors. As a result, Isaly and OrbiMed Advisors share power to direct the vote and to direct the disposition of the securities held by OA III.
[F8]Pursuant to the terms of the Arrangement, out of money stock options were cancelled.
[F9]Price shown is denominated in Canadian Dollars.

Documents

1 file

4
rdgdoc.xmlPrimary
FORM 4

Issuer

RESPONSE BIOMEDICAL CORP

CIK 0000806888

→

Entity typeoperating

IncorporatedBritish Columbia, Canada

Related Parties

filerCIK 0000806888

Filing Metadata

Form type: 4
Filed: Nov 30, 7:00 PM ET
Accepted: Dec 1, 8:41 PM ET
Size: 28.1 KB

View on SEC.gov