SEC Form 4 · accession 0001368993-17-000027

WaferGen Bio-systems, Inc. · WGBS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — CEO and President · Director

Period of report

Feb 28, 2017

Accepted (ET)

Mar 1, 2017 · 2:30 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 Stock^F1,F2	Feb 28, 2017	D	50,001	$7.3471	D	0	D

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	$7.20	Feb 28, 2017	D	40,000	D	—	Oct 21, 2020	Common Stock	40,000	0	D

F1Includes 6,667 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 October 21, 2015 and on or prior to the close of business on October 21, 2020. Pursuant to the Merger Agreement, each outstanding warrant to purchase shares of common stock was cancelled in exchange for a cash payment for each share subject to the warrant equal to the excess of $7.347126 over the per share exercise price of the warrant.