4//SEC Filing
Fox James 4
Accession 0001487371-21-000180
CIK 0001487371other
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 1:55 PM ET
Size
7.8 KB
Accession
0001487371-21-000180
Insider Transaction Report
Form 4
Fox James
Director
Transactions
- Disposition from Tender
Common Stock
2021-04-22$24.05/sh−182,017$4,377,509→ 0 total - Disposition from Tender
Common Stock
2021-04-22$24.05/sh−81,085$1,950,094→ 0 total(indirect: Penashe Holdings Propriety Limited)
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"Merger Effective Time"), the Company irrevocably accepted for payment all shares that were validly tendered and not withdrawn.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]Includes 20,421 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]Dr. Fox is an executive director of Penashe Holdings Propriety Limited and may be deemed to have beneficial ownership of these securities, to the extent of any indirect pecuniary interest in his distributive shares therein.
Documents
Issuer
GenMark Diagnostics, Inc.
CIK 0001487371
Entity typeother
Related Parties
1- filerCIK 0001500591
Filing Metadata
- Form type
- 4
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 1:55 PM ET
- Size
- 7.8 KB