SEC Form 4 · accession 0001487371-17-000012
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
Jan 19, 2017
Accepted (ET)
Jan 20, 2017 · 6:48 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 Stock | Jan 19, 2017 | M | 18,116 | $0.00 | A | 298,500 | D | |
| Common StockF1 | Jan 19, 2017 | M | 51,867 | $0.00 | A | 350,367 | D | |
| Common StockF3 | Jan 19, 2017 | S | 27,124 | $12.47 | D | 280,384 | D | |
| Common StockF3,F4 | holding | — | — | — | 482,009 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock UnitsF5,F6 | $0.00 | Jan 19, 2017 | M | 18,116 | D | — | — | Common Stock | 18,116 | 28,468 | D |
| Market Stock UnitsF5,F7 | $0.00 | Jan 19, 2017 | M | 26,649 | D | — | — | Common Stock | 26,649 | 53,299 | D |
Explanation of responses
- F1Based on actual achievement for the one-year performance period, the recipient was issued 194.6% of the market stock units ("MSUs") which vested as of December 31, 2016.
- F2The shares were sold pursuant to pre-established trading instructions solely to satisfy tax withholding obligations in connection with the partial vesting of previously granted MSUs.
- F3The reporting person transferred 42,859 shares of the Issuer's common stock into the Massarany Family Trust dated November 15, 2012 in connection with the applicable MSU vesting event.
- F4Mr. 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.
- F5Each 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.
- F6The 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.
- F7The MSUs vest in three equal installments, on each of December 31, 2016, December 31, 2017, and December 31, 2018; 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.