SEC Form 4 · accession 0001368993-17-000023
WaferGen Bio-systems, Inc. · WGBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joel S Kanter
Director
Period of report
Feb 28, 2017
Accepted (ET)
Mar 1, 2017 · 2:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001368993
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 28, 2017 | D | 8,617 | $7.3471 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrant (right to buy)F3 | $130.00 | Feb 28, 2017 | D | 89 | D | — | — | Common Stock | 89 | 0 | D |
Explanation of responses
- F1Includes 3,049 restricted stock units ("RSUs").
- F2Pursuant to the Agreement and Plan of Merger, dated May 12, 2016, by and among WaferGen Bio-systems, Inc., Takara Bio USA Holdings, Inc., Walrus Acquisition Corporation and Takara Bio USA, Inc. (the "Merger Agreement"), (i) each issued and outstanding RSU was automatically vested and converted into the right to receive $7.347126 in cash, without interest, and (ii) each issued and outstanding share of common stock was automatically cancelled and converted into the right to receive $7.347126 in cash, without interest.
- F3The securities were exercisable for shares of common stock at any time on or after August 27, 2013 and on or prior to the close of business on August 27, 2018. Pursuant to the Merger Agreement, each outstanding warrant to purchase shares of common stock was automatically cancelled and converted into the right to receive $0.6204 in cash, without interest, based on a Black-Scholes valuation.
Remarks
Exhibit 24 - Power of Attorney