SEC Form 4 · accession 0001368993-17-000028
WaferGen Bio-systems, Inc. · WGBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael P Henighan
Officer — Chief Financial Officer
Period of report
Feb 28, 2017
Accepted (ET)
Mar 1, 2017 · 2:31 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 | 4,001 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $2.80 | Feb 28, 2017 | D | 10,000 | D | — | Jan 22, 2023 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Includes 2,667 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.
- F3Pursuant to the Merger Agreement, this option, whether or not then vested, was cancelled in exchange for a cash payment for each share subject to the option equal to the excess of $7.347126 over the per share exercise price of the option.