4//SEC Filing
RESPONSE BIOMEDICAL CORP 4
Accession 0001437749-16-042839
CIK 0000806888operating
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 9:04 PM ET
Size
19.2 KB
Accession
0001437749-16-042839
Insider Transaction Report
Form 4
Adams William J.
CFO & Corporate Secretary
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−34,500→ 0 totalExercise: $1.50Exp: 2024-03-20→ Common Stock (34,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−34,500→ 0 totalExercise: $0.92Exp: 2025-03-19→ Common Stock (34,500 underlying) - Disposition to Issuer
Common Stock
2016-11-29−47,500→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−64,500→ 0 totalExercise: $1.60Exp: 2022-08-13→ Common Stock (64,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−25,000→ 0 totalExercise: $0.60Exp: 2025-12-21→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-11-29−100,000→ 0 totalExercise: $0.72Exp: 2025-05-19→ Common Stock (100,000 underlying)
Footnotes (10)
- [F1]Disposed of pursuant to the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), pursuant to which 1077801 B.C. Ltd. acquired all of the outstanding common shares of the issuer (other than those rolled over into the purchaser) in exchange for cash consideration of $1.12 CDN per share.
- [F10]On December 22, 2015, the reporting person was granted an option to purchase 25,000 shares of common stock. The option vests upon the satisfaction of certain performance criteria; provided such criteria is met on or before June 30, 2016. This performance criteria was met, resulting in the vesting of the option in full.
- [F2]Shares held directly by RBC Dominion Securities Inc. in Trust for William Adams RRSP, for the benefit of the Reporting Person, for which the Reporting Person is the sole beneficial owner.
- [F3]Prices shown are denominated in Canadian dollars.
- [F4]25% of such Options shall vest and become exercisable on the date which is one year after the date of grant; (ii) an additional 1/48th of the Options initially granted to such Optionee will vest and be exercisable on the first day of each calendar month beginning on the first calendar month after the calendar month in which the Options described in the immediately preceding paragraph (b)(i) vest and continuing for 35 additional consecutive calendar months until all such Options contemplated hereby are vested and fully exercisable; and (iii) expire on the date that is 10 years from the date of grant.
- [F5]Pursuant to the terms of the Arrangement, out of money stock options were cancelled.
- [F6]50% of the options shall vest and become exercisable on the date which is one year after the date of grant, if and only if the 2014 corporate goals as approved by the board of directors of the company are met. 50% of the remaining options vests as follows (a) 25% of the options shall vest and become exercisable on the date which is one year after the date of grant and (b) an additional 1/48th of the remaining options initially granted will vest and be exercisable on the first day of each calendar month beginning on the first calendar month after the calendar month in which the remaining options described in preceding footnote (3)(a) vest and continuing for 35 additional consecutive calendar months until all such remaining options are vested and fully exercisable.
- [F7]25% of the options shall vest and become exercisable on March 20, 2016, and 1/48th of the options shall vest over the next 36 months commencing on the first day of each calendar month beginning April 1, 2016, subject to the reporting person's continued employment with the Company through each vesting date.
- [F8]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.
- [F9]25% of 50,000 options shall vest and become exercisable on May 19, 2016, and 1/48th of these 50,000 options shall vest over the next 36 months commencing on the first day of each calendar month beginning June 1, 2016, subject to the reporting person's continued employment with the Company through each vesting date. The next 50,000 options shall vest at the time of the Company's release of its financial results for the year ended December 31, 2015, upon the achievement of certain corporate objectives for fiscal year 2015, as determined by the Company's board. The remaining 50,000 options shall vest at the time of the Company's release of its financial results for the year ended December 31, 2016, upon the achievement of certain corporate objectives for fiscal year 2016, as determined by the Company's board. Award originally consisted of 150,000 options, 50,000 of which expired upon non-satisfaction of the performance criteria for the year ended December 31, 2015.
Documents
Issuer
RESPONSE BIOMEDICAL CORP
CIK 0000806888
Entity typeoperating
IncorporatedBritish Columbia, Canada
Related Parties
1- filerCIK 0000806888
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 9:04 PM ET
- Size
- 19.2 KB