SEC Form 4 · accession 0001105184-16-000104
NANOSPHERE INC · NSPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lorin Randall
Director
Period of report
Jun 30, 2016
Accepted (ET)
Jul 1, 2016 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001105184
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 30, 2016 | D | 10,000 | $1.70 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $1.68 | Jun 30, 2016 | D | 10,000 | D | Sep 30, 2016 | Sep 30, 2025 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1The shares were disposed of pursuant to a merger agreement between Nanosphere, Inc. (the "Company"), Commodore Acquisition, Inc. and Luminex Corporation for a purchase price of $1.70 per share in cash (the "Merger"). The Merger was completed on June 30, 2016.
- F2This option, which provided for vesting in full on September 30, 2016, was canceled in the Merger for a cash payment of $200 (prior to withholding of applicable taxes), representing the difference between the exercise price of the option and the market value of the underlying shares of the Company's common stock on the effective date of the Merger equal to the per share purchase price in the Merger.