SEC Form 4 · accession 0001487371-15-000022
GenMark Diagnostics, Inc. · GNMK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hany Massarany
Officer — President and CEO · Director
Period of report
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 8:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001487371
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 19, 2015 | A | 57,057 | $0.00 | A | 189,502 | D | |
| Common StockF2 | holding | — | — | — | 343,597 | I | Massarany Family Trust dated November 15, 2012 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F3 | $13.17 | Feb 19, 2015 | A | 174,500 | A | — | Feb 19, 2025 | Common Stock | 174,500 | 174,500 | D |
| Market Stock UnitsF4,F5 | $0.00 | Feb 19, 2015 | A | 48,050 | A | — | — | Common Stock | 48,050 | 48,050 | D |
Explanation of responses
- F1The amount reported reflects restricted stock units granted to the reporting person pursuant to the Issuer's 2010 Equity Incentive Plan. Of the aggregate amount reported, (1) 48,050 represent restricted stock units which vest 25% on February 1, 2016 and the remaining shares subject to such award vest in 12 equal quarterly installments thereafter, and (2) 9,007 represent restricted stock units which vest 100% on February 1, 2016.
- F2Mr. Massarany is the trustee of the Massarany Family Trust and may be deemed to have beneficial ownership of these securities, to the extent of any indirect pecuniary interest in his distributive shares therein.
- F325% of the shares subject to the award vest and become exercisable on February 1, 2016 and the remaining shares subject to the award vest and become exercisable in 36 equal monthly installments thereafter.
- F4Each market stock unit ("MSU") represents the contingent right to receive, following vesting, between 0% and 200% of one share of the Issuer's common stock, subject to the level of achievement of applicable performance conditions. The resulting number of shares acquired upon vesting of the MSUs, if any, is based on the Issuer's total shareholder return for each performance period as compared to the Nasdaq Composite Index.
- F5The MSUs vest in three equal installments, on each of December 31, 2015, December 31, 2016, and December 31, 2017; provided that, at the end of the second and third annual performance periods, the Reporting Person is eligible to receive any shares that were not earned in the first and second annual performance periods to the extent that the Issuer's two-year or three-year total shareholder return, as applicable, exceeds the prior performance results as compared to the Nasdaq Composite Index.