SEC Form 4 · accession 0001487371-15-000023
GenMark Diagnostics, Inc. · GNMK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Mendel
Officer — Chief Financial Officer
Period of report
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 8:35 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 | 11,822 | $0.00 | A | 65,586 | 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 | $13.17 | Feb 19, 2015 | A | 35,552 | A | — | Feb 19, 2025 | Common Stock | 35,552 | 35,552 | D |
| Market Stock UnitsF3,F4 | $0.00 | Feb 19, 2015 | A | 9,785 | A | — | — | Common Stock | 9,785 | 9,785 | 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) 9,786 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) 2,036 represent restricted stock units which vest 100% on February 1, 2016.
- F225% 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.
- F3Each 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.
- F4The 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.