4//SEC Filing
Chohan Abdul 4
Accession 0001487371-21-000171
CIK 0001487371other
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 1:51 PM ET
Size
8.9 KB
Accession
0001487371-21-000171
Insider Transaction Report
Form 4
Chohan Abdul
SVP Operations
Transactions
- Disposition from Tender
Common Stock
2021-04-22$24.05/sh−63,750$1,533,188→ 0 total - Disposition to Issuer
Market Stock Units
2021-04-22−12,500→ 0 totalExercise: $0.00→ Common Stock (12,500 underlying)
Footnotes (3)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated March 12, 2021, by and among Roche Holdings, Inc., a Delaware corporation ("Parent"), Geronimo Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and GenMark Diagnostics, Inc., a Delaware corporation (the "Company") (the "Merger Agreement" and the transactions contemplated thereby, the "Merger"), whereby Parent caused Purchaser to conduct a tender offer for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company, at a price of $24.05 per share (the "Offer Price"). On April 22, 2021 (the "Merger Effective Time"), the Company irrevocably accepted for payment all shares that were validly tendered and not withdrawn.
- [F2]Consists of 63,750 RSUs. The Merger Agreement provides that each RSU awarded pursuant to any Company Plan, whether vested or unvested, that is outstanding immediately prior to the Merger Effective Time, will automatically (i) be fully accelerated and vest in full and the restrictions thereon shall lapse and (ii) be canceled and terminated as of the Merger Effective Time, and, in exchange therefor, each former holder of any such RSU will be entitled to receive an amount in cash (without interest and subject to any deduction for required withholding taxes) equal to the product of the Offer Price multiplied by the number of Shares subject to such RSU.
- [F3]The Merger Agreement provides that (i) each unvested MSU awarded pursuant to any Company Plan that is outstanding immediately prior to the Merger Effective Time will automatically fully vest (based on the performance level attained pursuant to the terms of the applicable award agreement, including any provision therein related to the effect of a change of control) and become a vested MSU in accordance with its terms and (ii) each MSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be canceled and terminated as of the Merger Effective Time, and, in exchange therefor, each former holder of any vested MSU will be entitled to receive an amount in cash (without interest and subject to any deduction for required withholding taxes) equal to the product of the Offer Price multiplied by the number of Shares subject to such vested MSU.
Documents
Issuer
GenMark Diagnostics, Inc.
CIK 0001487371
Entity typeother
Related Parties
1- filerCIK 0001830114
Filing Metadata
- Form type
- 4
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 1:51 PM ET
- Size
- 8.9 KB