4//SEC Filing
Giles Lisa M. 4
Accession 0001487371-21-000182
CIK 0001487371other
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 1:55 PM ET
Size
10.9 KB
Accession
0001487371-21-000182
Insider Transaction Report
Form 4
Giles Lisa M.
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2021-04-22−19,062→ 0 totalExercise: $13.17From: 2019-02-19Exp: 2025-02-19→ Common Stock (19,062 underlying) - Disposition from Tender
Common Stock
2021-04-22$24.05/sh−81,572$1,961,807→ 0 total - Disposition from Tender
Common Stock
2021-04-22$24.05/sh−5,500$132,275→ 0 total(indirect: By Trust)
Footnotes (4)
- [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"Merger Effective Time"), the Company irrevocably accepted for payment all shares that were validly tendered and not withdrawn.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 21,607 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]Ms. Giles is the trustee of the Lisa M Giles Living Trust and has voting and dispositive power with respect to these shares. Ms. Giles disclaims beneficial ownership except to the extent of her pecuniary interest therein.
- [F4]The Merger Agreement provides that each Option granted pursuant to a Company Plan, whether vested or unvested, that is outstanding immediately prior to the Merger Effective Time, will automatically (i) be accelerated and vest in full and (ii) to the extent not exercised prior to the Merger Effective Time, be canceled and terminated as of the Merger Effective Time, and, in exchange therefor, each former holder of any such canceled Option 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 (a) the number of Shares subject to such Option multiplied by (b) the excess, if any, of the Offer Price over the exercise price per Share under such Option; provided that, if the exercise price per Share of any such Option is equal to or greater than the Offer Price, then such Option will be canceled without any cash payment being made in respect thereof.
Documents
Issuer
GenMark Diagnostics, Inc.
CIK 0001487371
Entity typeother
Related Parties
1- filerCIK 0001568850
Filing Metadata
- Form type
- 4
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 1:55 PM ET
- Size
- 10.9 KB